Right up until the third act, Out of Sight has a series of edifying flashbacks, which reveal important facts in the ground situation; almost enough to set the start of the present action back a few years. The film starts in flashback, which isn’t immediately clear, and then the series of consecutive flashbacks builds to inform the opening flashback. The film opens with George Clooney getting arrested for a bank robbery, the film proper starts two years later when Clooney’s planning a prison escape.

Or does it, because it’ll soon turn out there’s something from two years before the start of movie with the arrest and it’s really important.

We—the audience—get to know Clooney more through the flashbacks than the present action. In the present action, outside having a strained friendship with ex-wife Catherine Keener (in a fun credited cameo, the film’s got a bunch of both), we don’t learn anything about Clooney except he really, really likes Jennifer Lopez. Lopez is the U.S. Marshal who happens across Clooney’s prison break and he takes her hostage, only for her to outsmart one of his partners, played by Steve Zahn, and escape.

So the movie is Clooney and his partner, Ving Rhames, trying to pull off one last job while Lopez is after Clooney because of professional pride and a bewildered enthusiasm, while Clooney is trying to flirt with Lopez. At no point does Out of Sight not embrace the fantastical nature of their attraction; Clooney’s a weary career criminal, Lopez is a gun enthusiast who likes beating the shit of out bad guys when they deserve it, and she can’t figure out if Clooney deserves it. Those deliberations lead to some inevitabilities, some more tragic than others. All of them wonderful. Clooney and Lopez’s chemistry, under Soderbergh’s lens, Anne V. Coates’s cuts, Elliot Davis’s photography, David Holmes’s music, Scott Frank’s script… is singular. Lopez is great in Out of Sight, while Clooney’s just very, very good. But Lopez is just as singular as their chemistry. And it’s her movie… right up until the third act turns out to be a poorly engineered addition on the actual plot.

If Out of Sight is about Lopez’s Three Days of the Condor with Clooney, it’s pretty great. There’s not enough of a finale scene between the two of them; it’s like Soderbergh and Frank split it up, but what the film’s already established is Lopez and Clooney need to spend more time together, not have more scenes together with a lot less time. It’s a strange bummer because it’s this very obvious rising action and they screw it up. But it’s pretty great. And it’s Lopez’s movie. Obviously.

But if it’s about Clooney’s last big score, which conveniently involves the exact same cast of characters as appear in the flashback so there can be all sorts of neat reveals as the runtime progresses… Out of Sight is a fail. It’s a high fail. But it’s a fail. There’s just not enough of a story to it. Soderbergh’s direction is always great, but Frank’s writing isn’t as invested in the homage to seventies crime thrillers thing Soderbergh is doing. It’s underprepared. Beautifully shot, with some great dialogue, but this aspect of the film feels artificially constrained. Because the actual protagonist in the crime arc ends up being Zahn’s in-over-his-head stoner. Zahn’s fine. He’s not great. He needs to be great for it to work. So even if it weren’t a problem character in the narrative, it’d also be a problem performance. But a fine one. There aren’t any bad performances in Out of Sight, just great ones, good ones, middling ones, and concerning ones (i.e. was Isiah Washington’s terrifying sociopath just his real personality). Soderbergh gets really good performances out of the cameos too (with the exception of Michael Keaton, pointlessly crossing over from another Elmore Leonard adaptation, Jackie Brown). There aren’t a lot of comic moments in the film and Soderbergh clamps down hard on all of them. Keaton’s scene has Dennis Farina elaborately messing with his head in pseudo-polite conversation. Farina’s sadly the least of the good performances. There’s also no meat to the part.

Luis Guzmán gets a good small part in the first act. He’s good. Rhames is good, Don Cheadle’s real good, Albert Brooks is good. Really nice performances from Viola Davis and Nancy Allen, like Soderbergh goes out of his way to showcase their acting. It’s very cool.

Though no one’s real super cool. Out of Sight’s careful with its potential crime glorification. Clooney’s a tragic figure, he just also happens to be George Clooney. Lopez finds herself in his attempt at a fantasy world, one where he lets himself get distracted by their chemistry, then reality—Cheadle and Washington are vicious killers—crashes in. Only not because Lopez isn’t part of the movie in the third act.

It’s also never close. Like. Sight runs a nimble two hours and there’s never a moment you think it’s actually going to work out as well as it should. The third act is a disaster if anyone but Soderbergh and crew are pulling it off. They leverage Lopez and Clooney’s chemistry to get across the finish line; it’s craven.

It’s also real good. It’s a usually faultlessly executed motion picture and Lopez is phenomenal.