If a TV network tried to make an Elmore Leonard-style series, it would probably be a lot like "Out of Sight."

The latest Leonard book to be adapted for the big screen by writer Scott Frank ("Get Shorty"), "Out of Sight" has wit, character and sass, but uses all of them too sparingly -- like one episode of a show that's trying to spread the good bits over an entire season.

These good bits include an energetic narrative style that occasionally fills in back story in chunks; snappy freeze-frame editing; sexy, complex characters in a clever caper story; and a funky jazz soundtrack, ala "Get Shorty."

The movie boasts a swell cast as well, including Jennifer Lopez, Ving Rhames, Don Cheadle, Albert Brooks and the habitually beguiling George Clooney, who is unexpectedly sharp as a notorious bank robber on the lamb and on the prowl, trying to charm the gorgeous, brassy, young Fed assigned to bring him in.

But this is purely a popcorn picture. It's plenty of fun, but not remotely filling.

Clooney plays Jack Foley, a con who tried to go straight and found it easier to stick to robbing banks. Coming out of a frustrating job interview while on parole, he throws his tie on the sidewalk, sticks up a nearby savings and loan, and is immediately arrested when his car stalls out as the cops arrive.

After a few weeks in the pokey for the umpteenth time, Jack joins a prison break and kidnaps federal agent Karen Sisco (Lopez), who was visiting the prison and almost foils the break-out with a few skillful shotgun blasts.

Con and cop have an unusual getting-to-know-you scene, jammed in the trunk of a car together while Jack's accomplice drives them through road blocks during the getaway, and by the time she absconds from his clutches (she's a resourceful girl), Jack and Karen are aversely smitten.

Determined to bust him, if they don't end up in bed first, Karen tracks Jack to Detroit where he and a few other ex-inmates are planning a diamond heist from a Wall Street billionaire (the terribly toupeed Brooks) who had been locked up with them two years earlier for insider trading.

The surprising mainstream debut of indie mainstay director Steven Soderbergh ("sex, lies and videotape," "Schizopolis"), the movie has depth in unexpected places.

A character-conscious director for a character-rich script, nobody in "Out of Sight" is a stock player from central casting.

Rhames plays a crook with a guilty streak who spends hours confessing to his evangelical sister after every crime, even though she often turns him in. Cheadle is a back-stabbing gansta who is hyper-sensitive about his nickname, "Snoopy," yet calls his gargantuan right-hand man "White Boy Bob."

Lopez's tough but femme U.S. Marshall even has good reason to fall for her prey: She is subconsciously predisposed to toward criminal types, and late in the film when her resistance is exhausted, Karen finally take a time out from cat-and-mouse to consummate her spark with Jack.

One of the movie's better scenes, Soderbergh plays it cool, choosing sensuality over titillation as he cuts a wonderfully slow restaurant seduction episode with short, steamy shots of our heroes undressing.

Other times, however, Soderbergh plays it a little too cool, not allowing the story's ironic and comedic rim shots to resonate.

There's nothing specifically wrong with "Out of Sight," it just doesn't have the smooth jive of better Leonard adaptations like "Get Shorty," "Touch," and "Jackie Brown."

A good rental when it comes out on video (watch for uncredited walk-ons by Michael Keaton and Samuel L. Jackson), "Out of Sight" isn't anything to go out of your way to see in the theater.