Out of Sight is as quirky as a mainstream movie can get and still remain a polished, poster-friendly package. An adaptation of Elmore Leonard's novel put together by screenwriter Scott Frank and producer Barry Sonnenfeld, who teamed up on the bracing hit version of the author's Get Shorty, the film benefits from the subversive touch of director Steven Soderbergh (sex, lies and videotape, King of the Hill). Throw in a savvy, sexy turn by Jennifer Lopez and a breakthrough performance by George Clooney (who brings a little of Cary Grant's élan to Mel Gibson's Moe, Larry, and Curley) and you have, well, not L.A. Confidential, but at least the classiest and most intelligent summer movie since The Truman Show.

Clooney is Jack Foley, a veteran bank robber with a romantic streak. Breaking out of a Florida prison, he and his buddy Buddy (Ving Rhames) take as hostage federal marshal Karen Sisco (Lopez). Pressed together in the trunk of a car, Jack and Karen discuss work and the films of Faye Dunaway. Later, after Karen escapes, Buddy is incredulous to learn that Jack dreams of one day sharing a cocktail and more with the plucky Sisco.

In the hands of any other director, the scenario would seem unbelievable to audiences as well, but Soderbergh's sly, understated recognition of the vagaries of desire -- not to mention his playful way with chronology -- propels Out of Sight far beyond the nominal plot line involving the uncut diamonds of Wall Street buccaneer Richard Ripley (Albert Brooks without hair somehow loses his edge) and the treachery of former prison mate Maurice "Snoopy" Miller (Don Cheadle, one of the best supporting actors in Hollywood). As coy and unsettling in its violence as in its sex -- the carnage is abrupt, ugly, and very funny -- Out of Sight keeps facile formula out of mind.