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The Underneath is a 1995 American neo-noir[2] crime film directed by Steven Soderbergh and starring Peter Gallagher and Alison Elliott. The film is based on the novel Criss Cross by Don Tracy, and is a remake of the original 1949 film adaptation. The plot revolves around many themes common to film noir, including romantic intrigue, a botched robbery, and a surprise ending.

The Underneath
Theatrical release poster
Directed bySteven Soderbergh
Produced byJohn Hardy
Screenplay bySteven Soderbergh
Daniel Fuchs
Based onCriss Cross
by Don Tracy
Music byCliff Martinez
CinematographyElliot Davis
Edited byStan Salfas
Distributed byGramercy Pictures
Release date
  • April 28, 1995 (1995-04-28)
Running time
99 min
CountryUnited States
Budget$6.5 million
Box office$536,023[1]


Michael Chambers returns home to celebrate his mother's remarriage. Michael had fled his hometown due to gambling indiscretions and had left his wife Rachel to deal with the mess he created. He must now reassimilate into the town, renew his relationships with his family and friends (and enemies) and, most of all, seek out his ex-wife to woo her again.

Michael obtains a job working for his mother's new husband as an armored car driver. He almost seems the perfect prodigal son as he finds his niche back in the community and his way back into his ex-wife's heart. His troubles increase when he and Rachel are caught in the act by her hoodlum boyfriend, Dundee. To get out of this predicament, Michael must concoct a plan to steal a payroll being transported by his armored car company.


  • Peter Gallagher ... Michael Chambers
  • Alison Elliott ... Rachel
  • William Fichtner ... Tommy Dundee
  • Adam Trese ... David Chambers
  • Joe Don Baker ... Clay Hinkle
  • Paul Dooley ... Ed Dutton
  • Shelley Duvall ... Nurse
  • Elisabeth Shue ... Susan Crenshaw
  • Anjanette Comer ... Mrs. Chambers
  • Cowboy Mouth ... Band at concert
  • Dennis Hill ... Guard Tom
  • Harry Goaz ... Guard Casey
  • Mark Feltch ... Guard George
  • Jules Sharp ... Hinkle's Assistant
  • Kenneth D. Harris ... Mantrap Guard
  • Vincent Gaskins ... Michael's Partner
  • Cliff Haby ... Turret Operator
  • Tonie Perensky ... Ember Waitress
  • Randall Brady ... Ember Bartender
  • Richard Linklater ... Ember Doorman
  • Helen Cates ... Susan's Friend
  • Kevin Crutchfield ... VIP Room Flunky
  • Brad Leland ... Man Delivering Money
  • John Martin ... Justice of the Peace
  • C.K. McFarland ... BonaFide Delivery Person
  • Rick Perkins ... TV Delivery Man
  • Paul Wright ... TV Delivery Man
  • David Jensen ... Satellite Dish Installer
  • Jordy Hultberg ... TV Sports Reporter
  • Steve Shearer ... Detective
  • Fred Ellis ... Detective's Partner
  • Joe Chrest ... Mr. Rodman
  • Mike Enright ... Embers V.I.P. (uncredited)
  • Mark Hanson ... Bar Patron (uncredited)
  • Matthew Hurley ... Angry Bar Patron (uncredited)
  • Mike Malone ... Smoking Guy at Concert (uncredited)
  • Christopher K. Philippo ... Ember Clubgoer (uncredited)
  • Ryan Wickerham ... Guy at Concert (uncredited)


The Underneath received mixed reviews from critics. It holds a rating of 59% on Rotten Tomatoes based on 22 reviews.


  1. ^ "The Underneath (1995) – Box Office Mojo". Box Office Mojo. Internet Movie Database. Retrieved August 2, 2013.
  2. ^ Silver, Alain; Ward, Elizabeth; Ursini, James; Porfirio, Robert (2010). Film Noir: The Encyclopaedia. Overlook Duckworth (New York). ISBN 978-1-59020-144-2.

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