By Owen Gleiberman
Updated May 12, 1995 at 04:00 AM EDT

Look past the inky chiaroscuro lighting, and the great film noirs were like soft-core porn with a morals clause. A loser-sap such as Fred MacMurray in Double Indemnity would meet the vixen of his dreams — Barbara Stanwyck, slithering over furniture in her gleaming anklet. To win her, though, he had to commit cold-sweat crimes; he had to do things he didn’t want to do. And the movie put us in his place, asking: Would you go this far for this much pleasure?

With his fourth feature, THE UNDERNEATH (Gramercy, R), the director Steven Soderbergh revives this vertiginous atmosphere of dread-driven desire. And he does it in a contemporary idiom, designing each scene in hot, raw colors (reds and blues and radioactive greens). He creates a mood of frowsy psychedelic realism. Michael Chambers (Peter Gallagher), a not-so-innocent sap, returns to his sleepy hometown of Austin, Tex., and runs into his old flame, who’s still very much on fire. Her name is Rachel (Alison Elliott), and she’s the latter-day bad girl, not a sultry mistress but a freckled tease: a cheerleader in heat. Michael, a compulsive sports gambler, fled Austin — and Rachel — when he couldn’t pay his debts. Now he’s in recovery; he’s trying to be ”good.” But he’s still a gambler — it’s in his hormones — and the movie is about how far he’ll go to win back Rachel, who, of course, has hooked up with the most threatening creep in town.

In the six years since he broke through with sex, lies, and videotape, Soderbergh has become a master of moods. His last picture, King of the Hill, was, I thought, the most penetrating portrait of the adolescent soul since The 400 Blows, and in The Underneath he casts a spell. Taking off from Don Tracy’s novel Criss Cross, which also served as the basis for the 1949 Burt Lancaster noir, Soderbergh creates a hypnotic flashback structure, assembling his story piece by piece, so that the kaleidoscopic action gradually brings into focus the true nature of Michael’s obsessions. Peter Gallagher’s face, with its too-thick lips and eyebrows, has always been a cartoon of sensuality, and here he uses those features to hint at sleazy appetites Michael is too coolhanded to reveal. Gallagher gets deep inside this gambler’s rotten, addictive core. When Michael finally goes in for a big score, it’s because his own lust has backed him into it (the entire movie seems to back into it). The Underneath is a heist thriller with a sly, no-exit elegance. By the time the film reaches its hospital-room climax, you realize that it’s as much of a contraption as Blood Simple or Exotica (its overdeliberate pace is every bit as mannered), but Soderbergh is able to execute his games without pigeonholing his characters. He has made that rare thing, a modern-day noir with feeling. A-