From the teasing tug of its title to the quicksand of its climax, this seductively twisted thriller pulls you right in. In remaking Robert Siodmak's 1949 film noir Criss Cross, in which Burt Lancaster, Yvonne De Carlo and Dan Duryea constituted the obsessive romantic triangle, director Steven Soderbergh (sex, lies and videotape) digs even deeper into the perilous psychological terrain.

Peter Gallagher is terrific in a beautifully intuitive performance as Michael Chambers, a gambling junkie who sees his return home to Austin, Texas, for the wedding of his mother (Anjanette Comer) as a chance to start again. His mom's new husband, Ed (Paul Dooley), gets Michael a job right alongside him, running security for an armored-car company. Michael's cop brother, David (a raw, blistering Adam Trese), doesn't see the charm of a handsome coward who years before deserted his family and his girl, Rachel (Alison Elliott), to save his frightened ass from betting creditors.

Michael is driven by his itch for Rachel (the throaty Elliott is a sharp, sexy find). There's a problem. Rachel is screwing Tommy Dundee (William Fichtner), the owner of the nightclub where she sings. Tommy, stingingly played by Fichtner – Brett Butler's Eraserhead boyfriend on Grace Under Fire – uses the club to front seedier operations. Rachel doesn't mind having sex with Michael even after she marries Tommy. But when her angry husband catches on, Michael springs a heist scheme that brings the who's-really-screwing-whom plot to a boil.

Elliot Davis' cinematography and Cliff Martinez's music add to the film's hothouse allure. Soderbergh shows masterful style in juggling time frames, starting with the heist and cutting to Michael's recent and not-so-recent past. It's the tangle of emotions the characters keep hidden that makes The Underneath such a hypnotic blend of suspense and eroticism.

“Oh Sherrie”

Steve Perry's girlfriend Sherrie Swafford was actually in the studio when Perry began writing this song--his lone Top Ten hit as a solo act--with two co-writers. The trio began at midnight one night with just "Oh, Sherrie!" and "hold on, hold on." Three hours later, they had a complete song. Swafford, however, had to wait until the next day to hear it. "Sherrie actually got tired and went to bed," Perry said. She also appeared in the video, but their relationship did not hold on for long.