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'Out Of Sight' 20th Anniversary Of How George Clooney Got His Groove Back

By Brian Richards | Film | June 26, 2018 |

By Brian Richards | Film | June 26, 2018 |


There was once a time when it was hard out here for George Clooney.

No, I’m not referring to the days when he was a struggling actor doing guest appearances on shows like Roseanne, The Golden Girls, and Murder, She Wrote, and starring in forgettable short-lived shows like Baby Talk, Sunset Beat, and Bodies Of Evidence. I’m referring to when Clooney, who had achieved fame as Dr. Doug Ross on ER, was also appearing in feature films and was chosen by director Joel Schumacher to replace Val Kilmer as Batman/Bruce Wayne in Batman & Robin. It was expected to be another beloved and successful box-office hit like all of the other Batman films that came before. It ended up being a box-office disappointment and an embarrassment for nearly everyone involved, especially Clooney, and was reviled by both critics and audiences.

It was such a pop-culture trainwreck that Clooney is still to this very day apologizing for how badly the film turned out, and it took Christopher Nolan taking over the director’s chair and starting everything from scratch with Batman Begins in order to make people care about Batman and want to see the character in live-action films again.

Clooney’s desire to keep his head down and focus on doing more work that was actually worth doing only increased after that, especially since he was about to leave the cast of ER at the end of his five-year contract. After his cameo appearance in South Park: Bigger Longer & Uncut and his leading role opposite Nicole Kidman in The Peacemaker, he decided to work with director Steven Soderbergh, whose own career was in a bit of a downward spiral, due to such box-office failures as Kafka, King Of The Hill (no, not that one), The Underneath, and Schizopolis, and the two of them joined forces in adapting the late, great crime novelist Elmore Leonard’s 1996 novel Out Of Sight.

Out Of Sight, which opened in theaters on June 26, 1998, tells the story of Jack Foley (George Clooney), a highly experienced bank robber/gentleman thief who decides to join a group of his fellow inmates in breaking out of prison so that he can meet up with his best friend and crime partner, Buddy (Ving Rhames) and the two of them can head to Detroit and pull off a multi-million-dollar diamond robbery against another former inmate, a corrupt and wealthy investment banker named Richard “Dick The Ripper” Ripley (Albert Brooks). The only problem with this escape plan is that Jack immediately crosses paths with U.S. Marshal Karen Sisco (Jennifer Lopez) right outside of the prison, where she is parked as he climbs out from underground on his way to freedom. And before Karen can take Jack down with her shotgun and send him back where he just came from, she ends up disarmed and overpowered by both Jack and Buddy, who toss her in the trunk of her own car where Jack keeps her company as Buddy drives them away to a safe distance far away from the cops and prison guards now organizing a manhunt.

Despite the animosity between the two of them as they are locked with each other in very close quarters, it doesn’t take long for an attraction to develop between Jack and Karen, who find themselves connecting with each other as they discuss his nearly lifelong career of bank robbery as well as their mutual love of movies such as Network and Three Days Of The Condor. And that growing attraction only makes things even more difficult as they end up going their separate ways, with Karen looking to take down Jack and send him back to prison, and Jack and Buddy trying to get to Detroit and rob Ripley of his diamonds before anyone else does, specifically Maurice “Mad Dog” Miller (Don Cheadle), a merciless criminal who served time with Jack, Buddy, and Ripley and intends on going after Ripley and his diamonds with his own crew.

Earlier this month, director Brian De Palma was conducting interviews in France in support of his book with journalist Susan Lehman entitled Are Snakes Necessary? (which unfortunately isn’t a book about Whacking Day) as well as his first-ever retrospective at Le Cinematheque, and during one of those interviews, he felt the need to talk shit about Soderbergh and his shortcomings as a director, specifically the lack of any memorable visual imagery in his work. From Indiewire:

“Steven Soderbergh, a visual director? Are you kidding?” De Palma said. “Give me an example of a great, visually memorable scene [from] Soderbergh or a silent sequence based on the staging…I saw an episode of ‘The Knick’ and there is nothing that [impressed me visually].”

Whether you agree with De Palma and think he’s speaking nothing but truth, or if you think that he’s talking an awful lot of shit for someone who spent most of his career trying to be Alfred Hitchcock, you’re probably not going to find much proof of any lack of visual style in Soderbergh’s work while watching Out Of Sight, as there is just as much style throughout the film as there is substance. From David Holmes’ sultry Sixties-with-a-hint-of-trip-hop-inspired score to Scott Frank’s screenplay which showed that (much like he did when adapting Get Shorty) he kept what worked about the story and didn’t try to act as if he could do a better or smarter job with the source material, to this one lovely shot where Jack seemingly materializes out of nowhere to greet Karen in person and start their ‘time-out’…

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…it’s clear that while Soderbergh, much like when he’s in the director’s chair for the Ocean’s trilogy, is taking his work seriously, that isn’t stopping him from having a good time and making sure that his audience is having a good time along with him.

Soderbergh’s directing, of course, isn’t the only thing about Out Of Sight that makes it great and worthy of discussion twenty years after its original release.

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Ving Rhames does a terrific job as Buddy, the quintessential ride-or-die who is reliable, trustworthy, and supportive enough to make you overlook the fact that he has a really annoying habit of regularly confessing his sins and crimes to his sister on the phone, and his sister just happens to be a nun.

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Steve Zahn is hilarious as Glenn, Jack and Buddy’s kinda-sorta-friend from prison who likes to smoke The Devil’s Lettuce a little too much and is only considered useful because of his assistance in helping Jack escape from prison, as well as the fact that going after Ripley for his diamonds was his idea. He’s a criminal who doesn’t take being a criminal all that seriously and the longer he finds himself in the company of criminals who do, like Maurice and his crew, the more Glenn realizes he is in way over his head and begins constantly looking for a way out to save himself.

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The late, great character actor Dennis Farina makes the most of his screen time as Marshall Sisco, Karen’s protective father. As proud and supportive as he is of Karen and how good she is at her job, that still doesn’t prevent him from wanting to join him at his less-dangerous private investigations firm or finding someone else to share her life with other than cops who do their jobs and live their lives a little too recklessly to his liking.

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Richard “Dick The Ripper” Ripley is every bit the thief that Jack is, in that he doesn’t use a gun for his acts of thievery and has stolen from countless numbers of people. And that’s pretty much where the similarities end, because Ripley quickly proves himself to be a lot less honorable in that he doesn’t really care who he steals his money from and much like Maurice, he’s just as merciless in his own way as to who he steals from, who he’s willing to lie to and deceive in order to gain access to more money for him to steal, and gives little to no thought about who gets hurt as a result. Kudos to Albert Brooks for so wonderfully conveying all of the smug and undeserved entitlement that Ripley possesses the second he gains his freedom and switches from a prison uniform to an expensive three-piece suit.


At this point in his thirty-four-year-long career as an actor, expecting a good or great performance from Don Cheadle whenever he appears onscreen is like expecting the sun to rise in the morning, in that it’s practically guaranteed and your day will be better because of it. As Maurice “Mad Dog” Miller, Cheadle gives us yet another reason to bow in the presence of greatness as he portrays someone who walked into prison with very little respect or fear from his fellow inmates until he murders someone who makes the foolish mistake of bragging about his victory over “Mad Dog” in a fixed boxing match. And once he gains that fear and respect from others because of what’s he willing to do, he is pretty much willing to do anything to show that he is not to be fucked with, from killing rival drug dealers to double-crossing Jack and Buddy in their attempt to take down Ripley.


Smarter and tougher than most of her (male) colleagues, but is still underestimated and condescended to by them. There are far too many women that this applies to (and I’m sure that some of those women just read that and nodded their heads in angry familiarity), and Deputy U.S. Marshal Karen Sisco is most certainly one of them. Despite all of that, Karen refuses to let anyone get in the way of her job or disrespect her and her capabilities, not her fellow agents or any other man who needs and deserves an expandable baton to the face because he refuses to take ‘no’ for an answer. And yet, even though she takes her job very seriously and is determined to find Jack and stop him from doing whatever it is he’s planning to do, she still can’t shake how attracted she is to Jack and we also can’t help but think that even if she could shake those feelings and give her affections instead to regular 9-to-5 guys like the obnoxious salesmen who hit on her while she’s staying in Detroit, why would she want to? It’s been said more than once that Jennifer Lopez’s role as Karen Sisco is probably the best work she’s ever done, and the best (and also only good) film she’s ever appeared in (though everyone who has seen Lopez in Selena would gladly beg to differ), but whether any of that is true or not, it doesn’t change that fact that Lopez in this film is amazing to watch.


And finally, we come to George Clooney as Jack Foley, a consummate professional who will avoid resorting to violence at all costs when robbing banks, to the point where he’s never even handled a gun while doing so. He doesn’t take any bullshit and is willing to throw punches when necessary, but he’s also charming and likeable enough that he makes you hope that he’ll get away at the end with Ripley’s diamonds and somehow live happily ever after with Karen, even though we know deep down that it’s impossible for him to achieve both. Much like Neil McCauley in Heat, Jack doesn’t know how to do anything else other than robbing banks, doesn’t really want to do anything else other than robbing banks, and is determined to never again go back to prison after he escapes. And like Dalton Russell in Inside Man, Jack does what he does for the money, but even he knows that stealing millions of dollars really isn’t worth much if you can’t look at yourself in the mirror afterwards. Hence why he’s willing to sacrifice his freedom in order to protect Ripley and his mistress, Midge, from rape and murder rather than leave them behind with Maurice and his crew. It’s that character moment that helps you realize why Karen cares for him as much as she does, even when you want to yell at him to take the diamonds and run so that he doesn’t end up staring down the barrel of Karen’s pistol as she nearly begs him to surrender peacefully without her having to pull the trigger on him. It’s one of Clooney’s best performances and if he was looking for a role to make us forgive and forget his involvement with Batman & Robin, he found it with this role and in this film, and seeing him onscreen as Jack Foley helped convince both critics and audiences (well, the audiences that actually came out to see Out Of Sight during its theatrical run, as it unfortunately wasn’t a box-office success) that his future as a leading man in films would be a deservedly bright one.

The supporting performances in Out Of Sight are every bit as fantastic to watch. Catherine Keener as Adele, Jack’s ex-wife and an unemployed magician’s assistant who is still fond of him but refuses to let that stop her from playfully giving Jack a hard time about his bad luck, Luis Guzman as Chino, Jack’s fellow inmate who has also escaped and is out for vengeance after his boyfriend’s death, Viola Davis as Moselle, Maurice’s wife and Kenneth’s sister, who has no interest whatsoever in any of their criminal activity, Isaiah Washington as Kenneth, Maurice’s brother-in-law and crime partner for whom ‘consent’ is a nonexistent word, Nancy Allen as Midge, Ripley’s mistress who convincingly shows that not only is she scared for her life, but is also annoyed at having to deal with the incompetence of Maurice and his crew, Michael Keaton as ATF agent-turned-FBI agent Ray Nicolette (and playing the same role that he did in another Elmore Leonard adaptation, Jackie Brown) and clearly comes off as the kind of man that Marshall doesn’t want Karen to be with, which is something that Marshall gladly busts Ray’s balls about, and Samuel L. Jackson as Hejira Henry, a professional escape artist who is as good at breaking out of prisons as Jack is at robbing banks. And the fact that he ends up in a prison transport van with Jack that is under Karen’s supervision, well…


…there’s a reason why Karen is smiling like this as Jack and Hejira start talking and getting to know each other, and it’s not because they’re going to discuss the Avenger Initiative.

When news broke last month that legendary film editor Anne V. Coates had died at the age of 92, many people in Hollywood were heartbroken. Because for years, Coates had proven herself to be an absolute master at her craft, and the proof of this was when she worked as an editor on David Lean’s Lawrence Of Arabia and made Hollywood sit up and take notice of what she was capable of. From the New York Times:

One of the most celebrated editing moments in world cinema, critics agree, occurs in that film. It involves an onscreen juxtaposition of the kind known as a match cut, where the cutting highlights affinities between two successive images. In one scene, T. E. Lawrence, a junior British Army officer during World War I, is ordered to the Arabian Peninsula. Receiving the order, he leans over to light the cigarette of a British diplomat (played by Claude Rains), then stares transfixed at the still-lighted match between his fingers. Lawrence blows out the match, and in the instant he does, the action cuts from the smoldering flame to a panorama of the sunrise over burning desert sands.

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In that single cut — born when Ms. Coates looked into Mr. O’Toole’s eyes and chose to splice two discrete bits of film together — is contained the passage of time, a journey through space and a delicious visual pun: a literal “match” cut. The director Steven Spielberg has described that cut as “the transition that blew me away” when he first saw the film as a youth.

And it was Coates’s work in editing Out Of Sight that pretty much helped elevate Soderbergh’s work. In one of the special features on the DVD for Out Of Sight, Soderbergh explains that the scene with Jack and Karen together in the trunk of her car was shot at least forty-five times, and that Soderbergh had also attempted to shoot the entire scene in one long and uninterrupted take. But once it was done, it was clear that the scene didn’t work as well as it should have, and there was none of the spark evident in that scene that would make audiences believe that Jack and Karen would fall for each other. So Soderbergh took another crack at shooting the trunk scene from numerous angles, and once Coates got her hands on the footage, this was the result.

And this scene, in which Jack and Karen see and talk to each other again in person for the first time since his prison escape, is both beautiful and masterful to watch, as we go back and forth between Jack and Karen’s conversation and the two of them slowly circling each other like gunfighters until they finally decide to let their guard down and allow themselves to be affectionate with one another.

These were only just a couple of examples as to why Anne V. Coates was so admired and respected by her peers in Hollywood, and when people share their theory that women make the best film editors, it’s her work (and that of Thelma Schoonmaker, and Marcia Lucas, and Margaret Sixel, and the late Sally Menke, among many others) which shows that such a theory isn’t entirely wrong.

Out Of Sight was and is one of the very few Elmore Leonard adaptations that actually got his work right. After years of seeing his classic crime novels turned into forgettable crime films, to see Get Shorty, Jackie Brown, and Out Of Sight turn out to be just as exceptional as the source material (while making old fans happy and new fans want to seek out everything with his name attached) was both refreshing and exciting to see take place.

Its legacy and influence can also be seen and felt in the FX series Justified, a.k.a. “The Show That Makes Cher ‘No, Not That One’ Martinetti Bite Her Bottom Lip Because Of How Hot Timothy Olyphant Is, Especially When He’s Wearing A Henley.” Based on Leonard’s novels and short stories about U.S. Marshal Raylan Givens, Justified was just as great at blending the dark humor, practical-but-still-exciting action scenes, and memorable dialogue that Leonard’s work is known for, and it helps that showrunner Graham Yost and the writing staff would regularly ask themselves “What Would Elmore Leonard Do?” with each script they’d put together.

There was also the critically acclaimed-but-short-lived ABC series Karen Sisco, with Carla Gugino taking over as Karen and Robert Forster (who played Max Cherry in Jackie Brown) taking over as her dad, Marshall. (Patrick Dempsey also appears in the pilot as Carl Tillman, another thief who Karen gets romantically involved with and also ends up being shot and arrested by her, and this is briefly referenced in Out Of Sight) Despite the show not staying on past its first season, it wasn’t the last we’d see of Gugino as Sisco, as she went on to make a Lawyer-Friendly Cameo in the third season of Justified as Assistant Director Karen Sisco Goodall.

Most of all, Out Of Sight was able to help George Clooney gain the respect he needed and wanted as an actor making the risky jump from starring in television to starring in film, and also made it so that his career avoided the same fate as David Caruso’s when he left NYPD Blue to focus solely on making films. (For all we know, Clooney could’ve easily ended up being the one to constantly put on and take off his sunglasses before the music of The Who loudly kicks in on CSI: Miami). He would go on to work with Soderbergh many more times, specifically with the Ocean’s trilogy, Solaris, and Good Night and Good Luck, and both of them were able to achieve greater fame and success that allowed them to take greater risks with their chosen projects. And it especially helped that Out Of Sight won several awards, including Best Adapted Screenplay from the Writers Guild Of America, and Best Picture, Director, and Screenplay from the National Society of Film Critics.

So if you’ve never seen Out Of Sight or if you just haven’t seen it in quite some time, here’s hoping that this post will either convince you or remind you of the numerous reasons why it’s a classic that is still very much deserving of your attention.

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Brian Richards is a Staff Contributor. You can follow him on Twitter.

Header Image Source: Universal Pictures