It\u2019s a safe bet The Underneath<\/em> is nobody\u2019s favorite Steven Soderbergh film. That goes double for the director himself, since he had no problem with allowing it to be included as a bonus feature on the Criterion Collection\u2019s release of King of the Hill<\/em>. Arriving at the tail end of Soderbergh\u2019s struggle to find his footing in Hollywood in the wake of the Cannes-winning indie juggernaut sex, lies and videotape<\/em>, The Underneath<\/em> found him questioning how he wound up there and plotting how to climb back out.<\/p>\n\n\n\n His second feature, Kafka<\/em>, was DOA when Miramax put it out in the fall of 1991, and it remains MIA on DVD or Blu-ray (even in its re-edited Mr. Kneff<\/em><\/a> form, which has screened at festivals<\/a>, but missed its intended 30th anniversary release). And while King of the Hill<\/em> received good critical notices (Roger Ebert, for one, gave it four stars<\/a>), it similarly failed to find an audience. The real breaking point came, however, in the midst of The Underneath<\/em>\u2019s relatively smooth production, when Soderbergh realized he had no connection with the material and needed to shake things up. \u201cThis had to happen,\u201d he says in an interview on Criterion\u2019s release. \u201cI\u2019m sorry that Universal had to write a check for six and a half million dollars for me to understand that I needed to make Schizopolis<\/em>, but that\u2019s kind of what happened.\u201d<\/p>\n\n\n\n The reasons for Soderbergh\u2019s disengagement seem obvious in retrospect. From the start, The Underneath<\/em> was the opposite of a passion project. His next film after King of the Hill<\/em> was originally meant to be Quiz Show<\/em>, but Robert Redford (who was attached as a producer) decided to take it over and direct it himself. At loose ends, Soderbergh was receptive when Universal asked him to work on a remake of one of their noirs, 1949\u2019s Criss Cross<\/em><\/a>, which he initially took on solely as a screenwriting gig. Partway through the scripting process, though, he expressed an interest in directing it and suddenly he was making his fourth feature in six years. Far from the best time to realize he was running on fumes, creatively speaking.<\/p>\n\n\n\n Then again, regret is baked into the film\u2019s DNA, since it follows a man who returns home after a self-imposed exile and attempts to repair the relationships severed when he abruptly skipped town. The man is Michael Chambers, and the occasion is his mother\u2019s remarriage to a pretty swell guy, but he\u2019s also interested in rekindling things with his ex, Rachel, who\u2019s justifiably angry about the way he left her in a lurch. In the interim, she has also taken up with a possessive club owner played by William Fichtner, so the viewer knows on sight he\u2019s a dangerous man to cross.<\/p>\n\n\n\n The casting is spot-on across the board, with Peter Gallagher returning from sex, lies<\/em> to play Michael, and Soderbergh giving him able support from Alison Elliott (a relative unknown chosen so the audience wouldn\u2019t have preconceived notions about her character), Fichtner, Adam Trese (as Michael\u2019s \u201cpsychopathic brother with a badge,\u201d as Rachel describes him), Joe Don Baker, and Elisabeth Shue. He even rounded up a couple of ringers from Robert Altman\u2019s repertory company in Paul Dooley and Shelley Duvall. The most affecting performance, though, belongs to Anjanette Comer (a screen veteran with a career stretching back three decades) as Michael\u2019s mother, who wants the best for him (as all good mothers do), yet she knows he\u2019s incapable of choosing what\u2019s good for him.<\/p>\n\n\n\n Also doing yeoman\u2019s work are cinematographer Elliot Davis (who previously shot King of the Hill<\/em> and returned for Gray\u2019s Anatomy<\/em> and Out of Sight<\/em>) and editor Stan Salfas. With Davis, Soderbergh contrived creative ways of differentiating the multiple time frames \u2013 including shooting on different film stocks \u2013 and Salfas kept the timeline straight even as Soderbergh jumbled up the chronology. Such pictorial and narrative experiments were redeployed in Out of Sight<\/em>, The Limey<\/em>, and Traffic<\/em>, the films he made upon returning from his own self-imposed exile, but one thing he got out of his system with The Underneath <\/em>was the use of split-diopter lenses. As he joked in his Criterion interview, \u201cIt was obviously a bad idea whose time had come.\u201d<\/p>\n\n\n\n First, though, came the recovery, which took the form of a freewheeling m\u00e9lange of physical comedy, obscure wordplay, and a barely veiled account of his marriage\u2019s dissolution. If Schizopolis<\/em> was conceived as a way of getting him excited about making movies again, then it did the trick. The fact that Soderbergh is still making them 30 years after \u201cbottoming out\u201d is ample proof of that. Just look at what\u2019s playing at your local multiplex this weekend.<\/p>\n\n\n\n \u201cThe Underneath\u201d isn\u2019t on any streaming service, but the <\/em>Criterion Blu-ray<\/em><\/a> it\u2019s included on is still in print.<\/em><\/p>\n\n\n\n![\"\"](\"https:\/\/crookedmarquee.com\/stage8\/wp-content\/uploads\/2025\/03\/underneath2-1024x576.jpg\")
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