There aren't many good things to say at all about Underneath, Soderbergh's untrue endeavor into neo-noir. Soderbergh remakes Robert Siodmak's decent noir Criss-Cross faithfully, not altering the plot very much at all, however the adaptation drains it of every ounce of its state-of-the-art film noir atmosphere, giving it the same story set in the very least appealing places, lifestyles and anachronisms. Soderbergh, who would later make wonderful crime films like Out of Sight and the Ocean's series with great style and atmosphere, takes the dangerously obvious route to modernization by renovating the story with the ugliest, dullest and flattest fashions of the early 1990s. Nightclubs have terrible, revoltingly dressed garage bands, Peter Gallagher's uninteresting version of Burt Lancaster's anti-hero is left by his femme fatale girlfriend for compulsively buying cinematically lifeless modern appliances like stereos, TVs, and other up to date pieces of equipment that suck the reaction out of the film.<br /><br />It could've been more entertaining and less boring had it a few saving graces like a good score, more flesh to its characters, more than just William Fichtner giving performances that aren't wooden, a crisper pace. Unfortunately, Underneath has none of these things. Soderbergh, a fine director, does not utilize his dry detachment to the benefit of his film this time. That disposition works wonderfully when he's helming a crime movie with more tongue in its cheek like the George Clooney pictures previously mentioned, or a social or character drama like Traffic or sex, lies and videotape. With a movie like Underneath, it intensifies the boredom experienced by the viewer.