`OUT OF SIGHT' OFFERS CLEAR PICTURE OF CHARACTER-BASED ACTION-COMEDY.

Byline: Glenn Whipp Daily News Film Critic

If you combined the budgets of Steven Soderbergh's first six films (which include ``sex, lies, and videotape,'' the movie that put the Sundance Film Festival on the map in 1989), you wouldn't come close to the $50 million he spent on his latest picture, the sleazy action comedy ``Out of Sight.''

Soderbergh, though, proves he can handle a big budget (OK, it's pretty puny by summer movie standards) and deliver the goods, producing a funny, crackling caper movie that continues the recent string of successful Elmore Leonard big-screen adaptations that began with ``Get Shorty'' and continued last year with Quentin Tarantino's ``Jackie Brown.''

A key element here is the presence of screenwriter Scott Frank, who proved he had a way with Leonard when he helped bring ``Get Shorty'' to the screen three years ago. Like that movie, ``Out of Sight'' isn't so much about action as it is about characters, in this case a group of sharply drawn bank robbers, thugs and lowlifes who manage somehow to be endearing, even though most of them are pretty frightening human beings. Frank understands that, perfectly nailing Leonard's comic tone while streamlining his book's plot to make it work as a film.

George Clooney stars as Jack Foley, a mostly successful bank robber whose failure to plan ahead on one job lands him in prison. There he engineers a prison break (one of the movie's best sequences) that falls a little short of expectations, landing Foley in the trunk of the getaway car with a curvy federal marshal, Karen Sisco (Jennifer Lopez), who inadvertently happened on the scene.

During the ensuing road trip, Jack's hand rests softly on Karen's leg while they talk about movies and life's missed opportunities. When they part, they can't stop thinking about each other. And the audience can't wait to see them together again.

The chemistry between Clooney and Lopez works so well that the filmmakers have added a couple of scenes to the film just to put these two sexy performers together again. Their encounters underscore the movie's running theme, the Big ``What If?'' as Jack wistfully wonders what his life - and his relationship with Karen - might have been like if he had chosen a path that didn't include holdup notes and getaways.

The movie is filled with first-rate performances, including Ving Rhames as Jack's conscientious bank-robbing buddy, Steve Zahn playing a perpetually stoned accomplice who's always seen wearing cheap sunglasses and Don Cheadle as a rival con man out to beat Foley at his own game.

Soderbergh and Frank refuse to make any judgments about the characters' behavior, leaving the audience to relish their amoral behavior and its often funny - and dire - consequences. Most importantly, they find the key to each character. You feel like you know these people, even if they're only on screen for a few minutes.

With this movie, Clooney finally has found a vehicle to fulfill his leading-man promise. Lopez continues to turn heads with her acting as well as her figure, only this time she is surrounded by talent that helps her rise to an even higher level.

Soderbergh, too, has stepped up his game (not that his resume doesn't include some decent movies - it's just that no one has seen them). His technique lays the groundwork for much of the electricity between Clooney and Lopez, from the scene in the trunk to an absorbing, intimate love scene that memorably cross-cuts between a hotel lounge where the couple meets and the bedroom where they wind up.

It's the most arresting moment in the movie, which is saying something, because ``Out of Sight'' is a film that is loaded with such moments. Soderbergh should consider making another movie that people will actually see, certainly before another 10 years passes.

THE FACTS

The film: ``Out of Sight'' (R; language, some strong violence).

The stars: George Clooney, Jennifer Lopez, Ving Rhames, Don Cheadle, Dennis Farina and Albert Brooks.

Behind the scenes: Directed by Steven Soderbergh. Screenplay by Scott Frank, based on the novel by Elmore Leonard. Released by Universal Pictures.

Running time: Two hours, three minutes.

Playing: Citywide.

Our rating: Three and One Half Stars.

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Photo

Photo: Federal marshal Karen Sisco (Jennifer Lopez) and fugitive Jack Foley (George Clooney) are an unlikely pair in ``Out of Sight.''