Soderbergh refines all these techniques in Out of Sight, a first-rate Elmore Leonard caper that couldn't be more different in tone and content from The Underneath. Where the earlier film involved a tense journey through one man's psychological landscape, Out of Sight involves a collection of colorful characters who don't have enough brains to go around. But Soderbergh uses his stylistic touches to ease the audience through the plot complications (most of which are disposable McGuffins) and to generate romantic heat between the leads, always a thorny problem for thrillers. His approach is not only thoroughly professional, it's revelatory. If every hired-gun director stamped his films so indelibly with thought and functional style, there'd be no such thing as an ordinary movie.

George Clooney, as serial bank robber Jack Foley, gives his first real starring performance, thanks to Soderbergh's insistence that he hold his head up and look his conversation partner in the eye. It makes all the difference: Suddenly a man who always thought he had to bat his eyes and flirt to get attention finds that he's irresistible when he lets us see him head on. Clooney's Foley breaks out of a Florida prison as the movie opens, taking federal marshal Karen Sisco (Jennifer Lopez) hostage when she interrupts his escape. After forced intimacy in a car trunk, Sisco finds that she can't get the handsome devil out of her mind, even as she joins the task force tracking down the escapees. Meanwhile, Foley heads for Detroit to join some ex-con acquaintances for a raid on a stock-fraud millionaire (Albert Brooks) who let slip in the pen he had a fortune in uncut diamonds stashed away.

In Detroit, the atmosphere subtly shifts. Where Florida was pastels and goofy tourist hats, and Lompoc Prison was white-hot sun and yellow jumpsuits, Detroit is blue cold, and its denizens are as hard and vicious as they are inept. The wacky caper atmosphere dissipates in the winter wind, and charming cool isn't enough for Jack and Karen, who generate their own heat in a steamy hotel encounter. The gentle illusions the film has allowed itself are shattered by the thuggish Maurice, a former boxer played by the inimitable Don Cheadle, whose quiet menace gives the ending far more gravity than one might expect from the comedic trappings.

Out of Sight is a treat in every way, from its cast to its dialogue to its lean, direct narrative line. But Soderbergh raises it above simply star-powered entertainment. He uses each assignment to develop his personal skills, disdaining the workmanlike approach to Hollywood hackwork exemplified by Francis Ford Coppola in last year's The Rainmaker. As a result, his work hasn't been coopted by the systematic grind that dooms so much genre product; far from selling out, he's all the more admirable. Line his pockets with a clear conscience.