Every summer there is one: a movie that on the surface looks like your average shoot-'em-up popcorn flick, but pleasantly surprises you by being a great film as well. Last year, it was Face/Off, and this year it's Out of Sight. Ironically enough, it stars George Clooney, who after last summer's disastrous Batman & Robin was the last person anyone thought would make one of these kinds of movies. What kind of movie am I talking about? The kind where the relationships between characters matter more than explosions. The kind where all of the actors give their all when they play their respectable characters. The kind that doesn't pander to 13-year-old boys the whole way through. Such is a film like Out of Sight, based on a book by Elmore Leonard who wrote the book based on one of last year's most underrated films, Jackie Brown (in fact it really helps if you've seen that movie beforehand). The film centers around Jack Foley (Clooney), a shrewd bank robber who is thrown in the slammer after the failure of his car to start foils a seemingly perfect robbery. He plans a getaway, but is almost stopped by federal marshal Karen Sisco (Jennifer Lopez) who is thrown in the back of the trunk with Foley by his accomplice (Ving Rhames, pulling off the most subtly brilliant performance in the movie). After making small talk in the trunk, the two develop an obvious attraction for one another and soon Sisco can't decide if she wants to pursue Foley as a felon or potential suitor. One scene in particular (like a lot of the movie overall) with Sisco waiting for Foley to get off an elevator so she can arrest him is masterfully crafted in showing one of those strangely awkward moments when two people are utterly entranced with one another. Clooney and Lopez are at the top of their game here, but it also features strong performances by Steve Zahn as a cowardly buddy of Foley's, as well as Albert Brooks as a millionaire whom Foley and his associates plan to rob, and Don Cheadle as a rival of Foley's. Every character is featured in at least one scene which fleshes them out well, and every one of them is completely believable. Two surprise cameos make for a completely enjoyable movie experience, which unfortunately, has almost already been forgotten by most of those in the summer movie market, but will hopefully be discovered on video. Steven Soderbergh (sex, lies, and videotape) gives the film a '70s feel with the way he uses freeze frames and other tricks of cinematography. A brilliant film from start to finish that more than anything else, shows that George Clooney has what it takes to be a movie star and Elmore Leonard deserves all the money he's getting from the film adaptations of his clever stories. ****