The Underneath opens with a surreally bizarre, green-tinted shot of Michael (Peter Gallagher), driving along the Austin, Texas backroads in an armored car. The coloration and the look of dread on his face are enough to make you sick to your stomach. These are also the perfect introduction to a film noir where you just know nothing is going to turn out right.

Michael is an ex-compulsive gambler, returned to his Austin hometown ostensibly to turn his life around and get a real job, but in reality having some less savory motives. His ex-wife, Rachel (Alison Elliott), is in town and attached to a local, small-time hood. When Michael tries to patch things up with Rachel, a plot suddenly (and quite inexplicably) develops between the three to rob the armored car that Michael drives. The plan is hatched, and the fun begins.

The Underneathis director Steven Soderbergh's update of the 1949 noir Criss Cross. Tracking the story along three different timelines, it's a little difficult to get into, but once the action picks up, the film is fairly engrossing. As with any Soderbergh film, the camerawork is exemplary, especially in the use of color as a symbol for the pervading mood.

The major problem here is that Elliott doesn't have "the look" to pull off a Linda Fiorentino-style villain. Instead, she looks and acts more like a co-ed from the University down the street. The writers have also thrown in a few red herrings to keep you from figuring out the finale too soon--not that you could, because the movie has a tacked-on, inane ending that almost blows the whole film.

Fortunately, it doesn't. The movie's strong points (including some nice work by Gallagher) manage to outweigh the negatives. In the end, The Underneathsucceeds more on the virtue of its good production values than through a compelling or well-thought-out story.