With Out of Sight, his first big-studio film, Soderbergh looks to once again claim a large audience. Perhaps the most faithful adaptation of an Elmore Leonard novel to date, capturing more of Leonard's funky, hard-edged sensibility than either Get Shorty or Jackie Brown, the film bears Soderbergh's stylish imprint while brimming with commercial appeal. George Clooney exudes a devilish charm—and some splendid pecs—as career bank robber Jack Foley in the tale of a prison break gone awry. Along the way, there are plenty of down-and-dirty dealings with psycho killers and stoned robbers, but it's Foley's encounters with the law, in the person of Jennifer Lopez's federal marshal Karen Sisco, that give Out of Sight its sizzle.

Slightly built and sporting black wide-frame glasses, a checkered sport jacket, a green T-shirt, and faded jeans, Soderbergh looks every bit the East Coast auteur he is—and maybe just a little out of his element during an interview at a posh Beverly Hills hotel. But his dry wit and candor suggest that he's hardly uncomfortable, despite the fact that there's a lot of money riding on his latest creation. He's proven he can take care of himself—regardless of how big his checks are, and no matter who's writing them.

It's been 10 years since you slept on a couch and made sex, lies, and videotape. Looking back, what do you think of what's happened in the intervening decade?
I have to say I feel pretty fortunate. It's probably easier to get a first film made now, but it's harder to get it released and seen by people. It's very cutthroat now in the independent sector, as cutthroat as it's always been in the studio sector. I look back and think we were really lucky, in terms of timing and where the industry is. I don't think sex, lies, and videotape would generate that kind of excitement in today's market. Young filmmakers have a lot of heat today, to meet expectations, both creatively and financially. We'll see where this next wave will go.

As I recall, Robert Redford offered to help you out after sex, lies took Sundance by storm. Did that ever happen?
He was initially involved with King of the Hill [Soderbergh's third film] and didn't have much input, and later took his name off the movie. I didn't have much interaction with him. Later on, I was set to [direct] Quiz Show, and one day I was [set to direct] it and the next day he was doing it. We didn't—and don't—have a relationship.

Are you bitter about that?
No, it's just a Hollywood thing. It happens. For all I know, I'm on a project somebody else got pushed out of.

You've made some good films, but none of them have had the impact sex, lies did.
I'm just glad I had one that did—and that it was the first one. It brought me a lot of opportunities and enabled me to keep coasting. If sex, lies hadn't taken off, I don't know where I would be.

For me, I wanted to keep working and not generate a film every three or four years. I've made seven films in nine years. That seems about right. I don't think it was necessary to write everything I did; I was ready to go direct someone else's script.

You've got an extremely low profile as a director. Is that by choice, or by your choice of subject matter?
Both probably. Early on I made a conscious decision not to involve myself in any publicity that wasn't tied to a film. Nobody goes to see [Out of Sight] because of me; they're going because of George Clooney and Jennifer Lopez. The more you put yourself in front of the public, the more you risk them hating you. It's inevitable: It can't move in one direction forever. As a filmmaker, [publicity] doesn't make any sense. The relative anonymity I have is great. I never get recognized. The people in the film business know me by name, and that's great.

What about money? If you're famous, don't you get more of it?
I have a low overhead. I can afford to not do stuff or do stuff for little money. You do stuff because you want to do them rather than doing shit because, "I have big bills to pay." That flexibility is very important to me.

When people say, "You're selling out to a studio." I say, "Selling out is doing something you don't want to do as an artist." This movie, that's not the case. I would have done it if it cost $4.9 million instead of $49 million. George was joking when he said, "I get to say I'm working with Steven Soderbergh, and everybody's going to say you're trolling for a studio hit." In fact, this was the perfect thing for me to do, coming out of two low-budget movies. Gray's Anatomy was $350,000. Schizopolis was about $300,000.

Did you have to make any major adjustments to work for a studio on a big budget?
The system is no different. You make a movie for an independent, it's all the same issues. Somebody is still paying for this, and you have to account for this. Maybe they dress more expensively at Universal.

But I didn't have final cut on sex, lies; it was financed by the home video division of Columbia Pictures. That movie is the way it is because the head of that division was a good guy. That whole experience could have turned out very differently. Casey Silver [at Universal] is a good guy too. They know I'm responsible and not a flake. They let me do my job.

But the studios won't let you do your job if you don't have a hit every now and then. None of your films since sex, lies has made a lot of money. Do you feel any pressure?
I made five bombs in a row [Kafka, King of the Hill, The Underneath, Gray's Anatomy, and Schizopolis], but they were not expensive movies or films that were anticipated to be hits. People still thought, "He's good at what he does; he just hasn't had one that's come across to an audience." I don't think I got beaten up the way I might get beaten up if Out of Sight tanks. I don't know. Whatever happens, I feel confident that if there was nobody around to give me a job, I could scare up a million bucks to go off and write and make a movie. Some people don't have that option.

You've said that Out of Sight is the movie that's going to do for Clooney what Butch Cassidy and the Sundance Kid did for Robert Redford. What do you mean by that exactly?
Redford before Butch Cassidy was an actor people thought well of and thought should be a movie star and yet he wasn't somehow. It took seeing him in a role that showed you what he could do. It's material—it's all about material. If there are talented actors out there who haven't made it yet, it's just that they're not getting access to good material. George hasn't been big just because of the parts. [Batman and Robin and The Peacemaker] are not showcases for an actor. I felt he really needed one. He was very good in One Fine Day, but the movie that made me think he had it was From Dusk Till Dawn—he was very compelling in that. Jack Foley for any actor is a great role, but this is his Butch Cassidy.

Wasn't Sandra Bullock once mentioned to play Karen Sisco, the role that went to Jennifer Lopez?
Sandra was one of the people we were all talking about. 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. George and Jennifer in a room, that's the energy this movie needs.

How did you find that out?
George had this noisy leather couch in his study, and we did the test there. George and Jennifer are scrunched up, and I had the video camera there, and I did it in such a way I could cut it together. Jennifer is no shrinking violet, and she came in and nailed it. You could feel it in the room. We had a lot of actresses come in and audition on the couch. We had all the good ones. But here's the funny thing: Jennifer was great, but what convinced me was that George was better with Jennifer than with anybody else. He was different, and that's what I needed.

What about Out of Sight's big love scene? From the moment they share a very tight space in a getaway car's trunk, there is this palpable sexual tension between them, and a romantic attraction. Finally, many scenes later, we see them ready to make the leap into bed. Jennifer said that just as you were to film that scene, you decided to do something completely different than what was scripted.
It was a case of, "We've got to tear this down and build it back up again. This feels like stuff I've seen in other movies. We've got to make it different." So I ripped off [Nicolas Roeg's 1972 film] Don't Look Now, which has this notorious crosscutting sequence of Donald Sutherland and Julie Christie making love and getting dressed to go out the next day. What I loved, and what I wanted to create in our movie was the intimacy of that, the juxtaposition of these two contrasting things. It implied a connection that you could never get by just writing, "First they make love, and then they get dressed." We had to mix it up and have you feel like you were more in their heads. But it was hard to explain to people when we were shooting it. [Smiles.] They would just stare at me.

Filming in actual prisons—Louisiana's Angola State Penitentiary and California's Mira Loma Detention Center—must have been pretty interesting. What did you discover about having this huge star playing basketball with the actual inmate population—and losing?
George in prison was great. He made that situation easier on all of us by being gracious and patient and staying on the yard all day. He never went into his trailer, and that sent a message to everybody. If George had gone into his trailer, it would have pissed off everybody. It would have confirmed everyone's ideas about how this process works. Instead, it sent a message that we were there to do some work. He hung out and signed scores of autographs and took pictures—and believe me, everybody wanted one. For about a week he was the mayor of Angola.

Did they call him Batman?
The guys did call him Batman. The hardest for George was where he had to be bad playing basketball, where they were screaming, "What's wrong, Batman? Can't fly to the top of the hoop?" It tortured him, and I was shooting miles of footage of him getting the shit kicked out of him.

I understand you plan to work with Clooney again.
We're trying. We're not sure. We just want to work on something else—either an out-and-out comedy or a thriller, a hard-edged thriller that's more like a policier.

Despite darker material like the execution of a crack dealer, Out of Sight is primarily a balance of action, humor, and romance. You very nicely cut away from anything explicit to sustain this lighthearted mood.
That reflects my aesthetic. In the book, there's a detailed, terrifying scene where this mayhem occurs. I thought, "I don't want to see it; I don't want to shoot it." Shooting violence to me is not interesting.

And unlike Get Shorty and Jackie Brown, which took the action elsewhere, you go back to Detroit. That isn't just Elmore Leonard's hometown, but the site of much of the action in many of his books.
I had more fun in Detroit than Miami. I'm not a beach person; I don't like to expose myself. Not a lot there for me. I like cold weather, and I like shooting at night—and we were shooting a lot at night. And the people were nice.

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