Faintly melancholy and alluringly fatalistic, this mercurial romance passing as a crime thriller is slyly entertaining and darkly sexy. Jack Foley (George Clooney) is a lifelong crook who specializes in talking bank clerks out of large sums of money. Karen Sisco (Jennifer Lopez) is a cocksure, Florida-based federal marshal who adores her dad (Dennis Farina), guns and unsuitable men; her current squeeze is grandstanding FBI agent Ray Nicolette (Michael Keaton, doing an uncredited reprise of his JACKIE BROWN role), who's both married and a dope. Jack and Karen meet when she accidentally interrupts his jailbreak, and she winds up sharing a couple of hours with Jack in the trunk of his partner Buddy's (Ving Rhames) car. During the cramped, sexually fraught trip in the trunk, Jack and Karen reluctantly fall for one another: Perhaps it really is all about propinquity, as poor, neglected Zelda Gilroy used to tell Dobie Gillis. Even after she escapes, Karen fantasizes dreamily about Jack; he's doing the same, while he and Buddy plan to rob a smug Detroit financial whiz (Albert Brooks) who keeps millions in uncut diamonds in his house and wasn't smart enough not to talk about it when he was doing time for insider trading. Elmore Leonard's huge collection of sharply drawn unsavory characters is perfectly cast, from the leads to a bevy of supporting (but emphatically not lesser) lights, including Steve Zahn as a chatty jail house hanger-on; Don Cheadle as psycho boxing buff Snoopy Miller and Nancy Allen as a beleaguered victim of his gang; Luis Guzman as a prison hard-case; Catherine Keener as Foley's flaky ex-wife; and an uncredited Samuel L. Jackson as a prison-bound con whose interests dovetail serendipitously with Foley's. Steven Soderbergh's direction conjures an understated '70s vibe, striking an apparently effortless balance between grit and glamour.