About halfway through The Underneath--Steven Soderberghs contribution to the stuffed, overdone noir genre--I got more interested in the people sitting in the theater around me. That most were lost in the narrative shifts back and forth in time was irritating; that I heard them at all meant some serious holes in the film. Its odd that, after the highly original sex, lies and videotape, Soderbergh (who went on to make King of the Hill and Kafka) would turn to a genre so formulaic, so limiting that the only auteur touches could be in camera work and a flashback technique. Which he does. Shiny, gritty, porous faces loom large and at odd angles. Shots are saturated with color--primarily blues and greens-- or shot through colored glass. And time is scrambled in a way that tells the story from the future and past, honing down to the present. Peter Gallagher--he of caterpillar eyebrows and exaggerated lips--plays Michael Chambers, a charmer who ran out on his wife and his large gambling debts, only to return to his hometown several years later. That its a snake pit waiting for him, he doesnt realize until too late. Although he returns to Austin for his mothers wedding, its his ex-wife hes interested in, a hot, sleek woman named Rachel (Alison Elliott) whos now hooked up with a crook named Tommy Dundee (William Fichtner). Complicating things is his jealous, long-suffering brother, a cop played by Adam Trese. Michael gets a job with his new stepfather driving armored trucks--shepherding large amounts of cash all over town--and settles into stalking his ex-wife at the Ember, a music club owned by Dundee (which features an array of funky Austin bands, a treat). We see the early days of Michael and Rachels relationship unfold in a series of flashbacks, when Michael was winning big in sports bets and Rachel showing a lusty passion for cash. The film jumps forward in time to a tense situation, revealed later to be an ill-fated crime. Soderbergh keeps the audience in suspense: who is telling the truth, who is really allied with whom, who will be betrayed. When Michael and Rachel meet surreptitiously under a bridge and make plans to go away together, Michaels brother David spies on them. Rachel never shows up for their rendezvous, instead running away with Dundee to get married in Vegas. Michaels desire for Rachel leads him blindly into a trap set by Rachel and Dundee. But just as he is a puppet in their little show, they are being used as well, which is the one surprise Soderbergh keeps well hidden. Sometimes the dialogue crackles, other times its as flat as a Texas road. And the pacing is strange--plodding in a way that is supposed to build suspense, but only partially succeeds. Soderbergh is most clever in the `hospital' scene in which Michael, after a robbery attempt on the armored car, is recovering. The camera peers out from the vantage point of the hospital bed, woozing back and forth in an imitation of half-consciousness. Michael, in a most vulnerable state, is sufficiently paranoid and on guard. The reversals are not always predictable, and Gallagher plays Michael with just the right amount of naive, slightly oily charm. What is predictable is the character of Rachel, who must carry the film as the object of desire, and as a slick operative. But Allison Elliott, with her slight frame, freckles and limp brown hair, doesnt look even old enough to be drinking Scotch, much less manipulating men and money. A similar film from last year comes to mind, The Last Seduction, in which the woman, played brilliantly and without compromise by Linda Fiorentino, betrays everyone and walks off with the cash. Elliotts Rachel cannot carry this film. Neither can the intense color washes or the hand-held camera or the shocking twist at the end.