June 28, 1998 -- "Out of Sight" is another of those stunningly well-written movies based on books by the very productive Elmore Leonard, following the successful movie productions of "Get Shorty," and "Jackie Brown."

Deftly written by Scott Frank (based on Leonard's book -- Scott also wrote the screenplay for "Get Shorty") and directed by Steven Soderbergh ("Sex, Lies and Videotape"), and well-acted by all, this is the best film to come out of Hollywood in several months, unfortunately, you have to drive out of town to see it. Starring George Clooney ("The Peacemaker") as career criminal Jack Foley, and Jennifer Lopez ("Selena") as U.S. Marshal Karen Sisco, the romance sizzles between these two as the tension builds toward the big heist.

Clooney gives his best big screen performance ever as the smart, but world-weary bank robber who wants to get out of the business before he ends up dying behind bars. Like Wyoming's own "Gentleman Bandit," Bill Carlisle, Foley uses his brains and charm, rather than force, to get what he wants.

Lopez also plays another world-weary character, who takes an unexpected liking to Clooney after being locked in the trunk of a car with him as part of a prison escape. The romance is improbable, but good performances make it believable. There is more to this film than just two good performances, however.

Dennis Farina ("Get Shorty") turns in a great performance as Karen Sisco's wise, long-suffering father. Ving Rhames ("Rosewood") is solid as Foley's loyal, conflicted partner, Buddy Bragg. Steve Zahn ("That Thing you Do") is terrific as the whining, zoned-out hood, Glenn Michaels, and Don Cheadle ("Boogie Nights") is menacing as the out-of-control gangster, Maurice `Snoopy' Miller.

While some crime movies, such as "Pulp Fiction," tend to be populated mainly by dumb characters, this one, like "Jackie Brown" has as many bright characters in it as it has dim bulbs. The relationship between Karen Sisco and her father is as interesting as the one between her and Foley, because all three characters are smart and perceptive. They also talk and act like adults, which is refreshing. Michael Keeton, who usually plays smart characters, plays Sisco's dumb cop boyfriend in this film. Albert Brooks, sporting a new look in this film, plays rich convict Richard Ripley.

It is the way the main characters use their wits to get what they want that makes this film so much fun to watch. It doesn't need explosions, car chases and fights to generate excitement. It does that with a different kind of battle, a battle of wits. It is funny, romantic and suspenseful. There is, however, some violence and blood in the film, too. Although the film overuses cinematic tricks like stop-motion photography, flashbacks, flash-forwards and fantasy, it is still a top-quality film. It rates an A.

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