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Out of Sight

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Out of Sight
Theatrical release poster
Directed bySteven Soderbergh
Screenplay byScott Frank
Based onOut of Sight
by Elmore Leonard
Produced by
CinematographyElliot Davis
Edited byAnne V. Coates
Music byDavid Holmes
Distributed byUniversal Pictures
Release date
  • June 26, 1998 (1998-06-26)
Running time
123 minutes[1]
CountryUnited States
Budget$48 million
Box office$77.7 million[2]

Out of Sight is a 1998 American crime comedy film directed by Steven Soderbergh and written by Scott Frank, adapted from Elmore Leonard's 1996 novel of the same name. The first of several collaborations between Soderbergh and actor George Clooney, it was released on June 26, 1998.

The film stars Clooney and Jennifer Lopez, co-starring Ving Rhames, Don Cheadle, Dennis Farina, Nancy Allen, Steve Zahn, Catherine Keener, and Albert Brooks. There are also special appearances by Michael Keaton, briefly reprising his role as Ray Nicolette from Quentin Tarantino's Jackie Brown the previous year, and Samuel L. Jackson.

The film received Academy Award nominations for Best Adapted Screenplay and Best Film Editing. It won the Edgar Award for Best Screenplay and the National Society of Film Critics awards for Best Film, Best Director, and Best Screenplay. The film led to a short-lived spin-off television series in 2003 titled Karen Sisco starring Carla Gugino, who would reprise her role from the series in a 2012 third season episode of Justified. Paul Calderón reprised his role as Raymond Cruz from the film in the 2023 sequel miniseries Justified: City Primeval.


The movie cuts between flashbacks and the present day; this plot summary follows the true chronology.

Career bank robber Jack Foley is incarcerated at Lompoc Penitentiary in California along with his friend and accomplice Buddy Bragg. While at Lompoc Foley meets Glenn Michaels—a nervous petty criminal who always wears sunglasses, even at night—as well as Richard Ripley, a wealthy white collar criminal from Detroit. Foley saves Ripley from being extorted by boxer Maurice "Snoopy" Miller, leading Ripley to promise Foley a job on the outside. He also brags about a cache of uncut diamonds hidden at his home.

After his release Foley turns up at Ripley's office, but is offered only a menial security guard position. He confronts Ripley to complain, but Ripley insults Foley and throws him out of the building. Foley notices a bank across the street and impulsively robs it, but is arrested when his car won't start and sent to Glades Correctional Institution in Florida.

At Glades he deduces that fellow inmate Chino is planning a breakout and calls his ex-wife Adele, telling her to have Bragg come give him a ride when he also uses their tunnel to escape. On the night of the breakout, however, U.S. Marshal Karen Sisco coincidentally arrives at the prison exactly when Chino's group break ground outside the fence, and she alerts the guards. Foley, wearing a guard's uniform he stole moments earlier, crawls through the tunnel and overpowers Sisco by pretending to have been chasing the escapees from inside. They steal her car, and Foley forces her to hide with him in the trunk while Bragg drives. They meet Michaels under a nearby bridge to switch cars, but Sisco recognizes him from a previous prisoner transport job and convinces him to drive off with her to avoid being implicated in assisting a fugitive, leaving Foley and Buddy to walk to Miami. Michaels later panics while driving, crashes the car on the freeway, and flees, leaving an unconscious Sisco behind. She dreams that she tracks Foley down, but instead of arresting him they have sex.

After waking in hospital Sisco becomes determined to find a way onto the task force hunting the fugitives. She visits Adele to ask about Foley's past. While there, Chino arrives, seeking revenge on Foley for ruining his escape plan. Sisco arrests him, earning herself a place on the task force just before a raid on Bragg's hotel room, but the condescending lead agent orders Sisco to wait in the lobby. She and Foley spot each other as he and Bragg take the elevator to escape via the basement garage. He waves, momentarily stunning her, and she lets them go without raising the alarm.

Foley and Bragg head to Detroit, planning to break into Ripley's house and steal the diamonds. However, they hear that Miller is also putting a burglary team together: his brother-in-law Kenneth, henchman White Boy Bob, and a reluctant Michaels, whom Miller first forces to help kill a rival drug dealer. Foley and Bragg meet with Miller and reluctantly agree to team up. Meanwhile Sisco, tracking Foley solo, arrives in Detroit: she questions Miller's wife Moselle, and defends herself when Kenneth attempts to assault her. Foley surprises Sisco at her hotel's bar and they spend a romantic night together, agreeing to resume their cat-and-mouse chase again in the morning.

Michaels, traumatized by having murdered the drug dealer, gets cold feet and decides to flee Detroit—but Sisco catches him, then lets him go in exchange for information. The thieves break into Ripley's mansion. Miller's crew search upstairs, capturing Ripley's housekeeper Midge and finding a safe in a bedroom which they try (and fail) to shoot open. Meanwhile, Foley and Bragg search the study downstairs and find Ripley, who reveals that the diamonds are scattered across the gravel of his fish tank. Scooping them out, Foley tells Ripley to run—but Ripley confesses that he loves Midge, and refuses to leave without her. Foley and Bragg leave them both to be captured by Miller.

However Foley, aware that Miller's gang will likely rape Midge, tells Bragg to escape with the diamonds and goes back inside. He finds Kenneth in bed assaulting Midge and shoots him. White Boy Bob finds Foley and holds him at gunpoint, but trips on the stairs and accidentally shoots himself in the head. Sisco then arrives and shoots Miller. Unwilling to return to prison, Foley confronts Sisco with an empty gun and implores her to kill him in a way that will look like justifiable self-defense. Sisco instead shoots him in the leg and arrests him.

In the police van outside Foley is held alongside another detainee, Hejira Henry, who claims to have successfully escaped from prison nine times. Realizing that Sisco arranged for them to meet, Foley smiles knowingly as the van leaves for Florida.




The source novel's origins lie in a picture Leonard saw in the Detroit News of a beautiful young female federal marshal standing in front of a Miami courthouse with a shotgun resting on her hip. Producer Danny DeVito bought the rights to the book after his success with the 1995 film adaptation of Leonard's novel Get Shorty. Steven Soderbergh had made two films for Universal Pictures when executive Casey Silver offered him Out of Sight with George Clooney attached. However, the filmmaker was close to making another project and hesitated to commit. Silver told him, "These things aren't going to line up very often, you should pay attention."[3]


Sandra Bullock was originally considered to play Karen Sisco opposite Clooney. According to Soderbergh, "What happened was I spent some time with [Clooney and Bullock] and they actually did have a great chemistry. But it was for the wrong movie. They really should do a movie together, but it was not Elmore Leonard energy."[4]

The character of Foley appealed to Clooney, who as a boy had considered as heroes the bank robbers in movies, citing "the Cagneys and the Bogarts, Steve McQueen and all those guys, the guys who were kind of bad and you still rooted for them. And when I read this, I thought, 'This guy is robbing a bank but you really want him to get away with it.'"[5]

Soderbergh cites Nicolas Roeg's 1973 film Don't Look Now as the primary influence on how he approached the love scene between Foley and Sisco: "What I wanted to create in our movie was the intimacy of that, the juxtaposition of these two contrasting things ... We had to mix it up and have you feel like you were more in their heads."[4]

Danny DeVito and Garry Shandling were considered for the part of Ripley before Albert Brooks was cast.

The character Ray Nicolette also appears in Leonard's novel Rum Punch, which was being filmed as Jackie Brown when Universal Pictures was preparing to begin production on Out of Sight. After Michael Keaton was cast as the detective Nicolette in Jackie Brown, Universal subsequently cast him for a cameo in the same role in Out of Sight. While Miramax Films owned the rights to the character, due to the fact that Jackie Brown went into production first, director Quentin Tarantino felt it was imperative that Miramax not charge Universal for using the character, allowing the character's appearance without Miramax receiving financial compensation. Nicolette appears in only one brief scene, whereas the character was a much more substantial element of Jackie Brown.


DJ David Holmes was originally hired to write a few sections of the film's theme music. Soderbergh liked what he did so much that he had Holmes score the rest of the film. Holmes spent six weeks working 12- to 17-hour days to finish the score in time for the film's release. He drew upon several influences, including Lalo Schifrin, Quincy Jones, Dean Martin, Miles Davis, Sun Ra, and Willie Bobo.[6]


Out of Sight was released on June 26, 1998, in 2,106 theaters and grossed USD 12 million on its opening weekend. It went on to gross $37.5 million domestically and $40.2 million in the rest of the world for a worldwide total of $77.7 million.[2]

Critical reception[edit]

Out of Sight received critical acclaim. On Rotten Tomatoes, the film has a 94% approval rating, based on 103 reviews, with an average rating of 7.90/10. The site's critical consensus reads: "Steven Soderbergh's intelligently crafted adaptation of the Elmore Leonard novel is witty, sexy, surprisingly entertaining, and a star-making turn for George Clooney."[7] On Metacritic, the film has a score of 84 out of 100, based on 30 reviews, indicating "universal acclaim".[8]

Film critic Roger Ebert gave the film three and a half out of four stars and praised Clooney's performance, stating: "Clooney has never been better. A lot of actors who are handsome when young need to put on some miles before the full flavor emerges ... Here Clooney at last looks like a big screen star; the good-looking leading man from television is over with."[9] Janet Maslin of The New York Times praised Lopez's performance, writing, "Ms. Lopez has her best movie role thus far, and she brings it both seductiveness and grit; if it was hard to imagine a hard-working, pistol-packing bombshell on the page, it couldn't be easier here."[10] Andrew Sarris, in his review for The New York Observer, wrote, "For once in a mainstream production, the narrative machinery works on all cylinders without any wasted motion or fatuous rhetoric. They don't make movies like this anymore, in this overcalculated and overtested era."[11] In his review for the Los Angeles Times, Kenneth Turan wrote, "As always with the best of Leonard, it's the journey, not the destination, that counts, and director Soderbergh has let it unfold with dry wit and great skill. Making adroit use of complex flashbacks, freeze frames and other stylistic flourishes, he's managed to put his personal stamp on the film while staying faithful to the irreplaceable spirit of the original."[12]

Entertainment Weekly gave the film a "B+" rating and Owen Gleiberman wrote, "This is Clooney's wiliest, most complex star turn yet. It helps that he's lost the Beverly Hills Caesar cut (he's actually more handsome with his hair swept back), and his performance is slyly two-tiered: Foley is all charming moxie on the surface, a bit clueless underneath."[13] Richard Schickel, in his review for Time, wrote, "What makes this movie work is the kind of cool that made Get Shorty go so nicely: an understanding that life's little adventures rarely come in neat three-act packages, the way most movies now do, and the unruffled presentation of outrageously twisted dialogue, characters and situations as if they were the most natural things in the world."[14] In her review for the L.A. Weekly, Manohla Dargis wrote, "This isn't a profound film, or even an important one, but then it isn't trying to be; it's so diverting and so full of small, satisfying pleasures, you don't realize how good it is until after it's over."[15]


Award Category Recipient(s) Result
Academy Awards[16] Best Screenplay – Based on Material Previously Produced or Published Scott Frank Nominated
Best Film Editing Anne V. Coates Nominated
ALMA Awards Outstanding Actress in a Feature Film in a Crossover Role Jennifer Lopez Nominated
American Cinema Editors Awards Best Edited Feature Film Anne V. Coates Nominated
Artios Awards[17] Best Casting for Feature Film – Drama Francine Maisler Nominated
Awards Circuit Community Awards Best Adapted Screenplay Scott Frank Nominated
Boston Society of Film Critics Awards[18] Best Film Won
Best Director Steven Soderbergh 2nd Place
Best Actor George Clooney 2nd Place
Best Screenplay Scott Frank Won
Critics' Choice Movie Awards[19] Best Picture Nominated
Dallas–Fort Worth Film Critics Association Awards Best Picture Nominated
Edgar Allan Poe Awards[20] Best Motion Picture Screenplay Scott Frank (screenplay); Elmore Leonard (novel) Won
Empire Awards[21][22] Best Actress Jennifer Lopez Nominated
Golden Trailer Awards Best Music Won
MTV Movie Awards Best Female Performance Jennifer Lopez Nominated
Best Kiss George Clooney and Jennifer Lopez Nominated
National Society of Film Critics Awards[23] Best Film Won
Best Director Steven Soderbergh Won
Best Screenplay Scott Frank Won
New York Latin ACE Awards[24] Best Actress Jennifer Lopez Nominated
Online Film & Television Association Awards[25] Best Screenplay – Based on Material from Another Medium Scott Frank Won
Online Film Critics Society Awards[26] Best Adapted Screenplay Scott Frank Won
Best Editing Anne V. Coates Nominated
Southeastern Film Critics Association Awards[27] Best Picture 8th Place
Best Adapted Screenplay Scott Frank Won
Toronto Film Critics Association Awards[28] Best Director Steven Soderbergh Runner-up
Turkish Film Critics Association Awards Best Foreign Film 4th Place
Writers Guild of America Awards[29] Best Screenplay – Based on Material Previously Produced or Published Scott Frank Won

American Film Institute Lists

Other Honors

  • Entertainment Weekly voted it as the sexiest film ever on their "50 Sexiest Movies Ever" poll[31] and ranked it #9 on their Top 25 Modern Romances list.[32]
  • In 2012, the Motion Picture Editors Guild listed Out of Sight as the 52nd best-edited film of all time based on a survey of its membership.[33]

Impact and legacy[edit]

In later years, Soderbergh would see the film as "a very conscious decision on my part to try and climb my way out of the arthouse ghetto which can be as much of a trap as making blockbuster films." He had just turned down directing Human Nature, written by Charlie Kaufman, to direct Out of Sight. "And I was very aware that at that point in my career, half the business was off limits to me."[34] Clooney said, "Out of Sight was the first time where I had a say, and it was the first good screenplay that I'd read where I just went, 'That's it.' And even though it didn't do really well box office-wise - we sort of tanked again - it was a really good film."[34] Lopez said: "It kind of became a cult classic. It didn't get as much notice when it first came out at the box office but now, years later, so many people told me that was their favorite film. It's crazy."[35]

See also[edit]


  1. ^ "OUT OF SIGHT (15)". British Board of Film Classification. July 14, 1998. Archived from the original on February 2, 2016. Retrieved January 27, 2016.
  2. ^ a b "Out of Sight". Box Office. Archived from the original on 2014-02-02. Retrieved 2008-05-06.
  3. ^ Jones, Belinda (January 1999). "Rockumentaries...". Empire.
  4. ^ a b "Steven Soderbergh Interview". Mr. Showbiz. 1998.
  5. ^ Decha, Max (December 1998). "America's Most Wanted". Neon. p. 52.
  6. ^ Bautz, Mark (June 25, 1998). "Sight and Sound". Entertainment Weekly. Archived from the original on 2011-05-14. Retrieved 2009-05-23.
  7. ^ Out of Sight at Rotten Tomatoes
  8. ^ Out of Sight at Metacritic Edit this at Wikidata
  9. ^ Ebert, Roger (June 19, 1998). "Out of Sight". Chicago Sun-Times. Retrieved 2023-01-06.
  10. ^ Maslin, Janet (June 26, 1998). "A Thief, a Marshal, an Item". New York Times. Retrieved 2009-01-23.
  11. ^ Sarris, Andrew (June 28, 1998). "Sleeping With the Enemy … Of Course, the Enemy Is Jennifer Lopez". The New York Observer. Archived from the original on January 7, 2010. Retrieved 2009-01-23.
  12. ^ Turan, Kenneth (June 26, 1998). "Out of Sight". Los Angeles Times. Archived from the original on May 24, 2006. Retrieved 2009-01-23.
  13. ^ Gleiberman, Owen (June 26, 1998). "Out of Sight". Entertainment Weekly. Retrieved 2009-01-23.
  14. ^ Schickel, Richard (July 6, 1998). "Out of Sight". Time. Archived from the original on October 15, 2008. Retrieved 2009-01-23.
  15. ^ Dargis, Manohla (June 24, 1998). "With A Bullet". L.A. Weekly. Retrieved 2008-05-06. [dead link]
  16. ^ "The 71st Academy Awards (1999) Nominees and Winners". Oscars.org. Retrieved 19 November 2011.
  17. ^ "Nominees/Winners". Casting Society of America. Retrieved July 10, 2019.
  18. ^ "BSFC Winners: 1990s". Boston Society of Film Critics. 27 July 2018. Retrieved July 5, 2021.
  19. ^ "The BFCA Critics' Choice Awards :: 1998". Broadcast Film Critics Association. Archived from the original on December 12, 2008.
  20. ^ "Category List – Best Motion Picture". Edgar Awards. Retrieved August 15, 2021.
  21. ^ "Best Actress". Empireonline.co.uk. 1999. Archived from the original on August 19, 2000.
  22. ^ "Jennifer Lopez Profile, Professional Details, Awards and Achievements". Hollywood Actress. July 24, 1969. Archived from the original on October 24, 2009. Retrieved April 9, 2012.
  23. ^ "Past Awards". National Society of Film Critics. 19 December 2009. Retrieved July 5, 2021.
  24. ^ Rivas, Josue R. (January 15, 1999). "Y los nominados para los premios ACE son...". El Diario La Prensa. p. 33. ProQuest 368219135.
  25. ^ "3rd Annual Film Awards (1998)". Online Film & Television Association. Retrieved May 15, 2021.
  26. ^ "1998 Awards (2nd Annual)". Online Film Critics Society. 3 January 2012. Retrieved November 21, 2021.
  27. ^ "1998 SEFA Awards". sefca.net. Retrieved May 15, 2021.
  28. ^ "TFCA Past Award Winners". Toronto Film Critics Association. May 29, 2014. Retrieved August 24, 2021.
  29. ^ "WGA Awards: Previous Nominees and Winners". Writers Guild of America Award. 1999. Archived from the original on 7 March 2016. Retrieved 16 September 2016.
  30. ^ "AFI's 100 Years...100 Thrills Nominees" (PDF). Archived (PDF) from the original on 2011-07-06. Retrieved 2011-07-01.
  31. ^ "50 Sexiest Movies Ever". Entertainment Weekly. Archived from the original on December 4, 2008. Retrieved 2009-01-22.
  32. ^ "Top 25 Modern Romances". Entertainment Weekly. February 8, 2002. Archived from the original on 2018-10-14. Retrieved 2009-02-26.
  33. ^ "The 75 Best Edited Films". Editors Guild Magazine. 1 (3). May 2012. Archived from the original on 2015-03-17. Retrieved 2017-04-21.
  34. ^ a b Andrew, Geoff (February 13, 2003). "Again, with 20% more existential grief". The Guardian. Retrieved 2008-05-06.
  35. ^ Archived at Ghostarchive and the Wayback Machine: "Jennifer Lopez Breaks Down Her Most Iconic Characters | GQ". YouTube.

External links[edit]