It only takes a few minutes of being trapped in the trunk of a car together for U.S. Marshal Karen Sisco to fall for bank robber/prison escapee Jack Foley. But shortly after she manages to escape, she's made part of a task force that's determined to find him and his crew before they can pull off a diamond heist. Best known for its modish editing (Anne V. Coates earned an Oscar nomination for it) and the palpable chemistry between leads George Clooney and Jennifer Lopez, Out of Sight also marks the first partnership between Clooney and his soon-to-be-frequent-collaborator Steven Soderbergh. Here are some facts about the Elmore Leonard adaptation to read before you get into a tussle.

1. CAMERON CROWE, BARRY SONNENFELD, AND SYDNEY POLLACK ALL PASSED ON DIRECTING THE FILM.

Barry Sonnenfeld (director of Men In Black, and the Elmore Leonard adaptation of Get Shorty) was originally attached but dropped out. Mike Newell (Four Weddings and a Funeral) turned the offer down because it was too much like his last movie, Donnie Brasco (1999). Cameron Crowe (Jerry Maguire) said no. Sydney Pollack (Tootsie) and Ted Demme (The Ref) also met with producers.

2. STEVEN SODERBERGH HAD TO BE CONVINCED TO DO IT.

Steven Soderbergh (director of Sex, Lies, and Videotape and later Traffic and Ocean’s Eleven) was approached by the head of Universal, Casey Silver. Soderbergh told him he was sure it was going to be fantastic, but he didn’t want to direct it as he had another project close to happening. Silver convinced Soderbergh by saying, “‘If you don’t do this movie, it means you don’t want to direct movies. This is so up your alley, you have to do this,” and by warning him that “these things aren’t going to line up very often, you should pay attention.”

3. SANDRA BULLOCK AUDITIONED TO PLAY KAREN SISCO.

Soderbergh admitted that Sandra Bullock and Clooney had great chemistry, but it wasn’t an “Elmore Leonard energy.” Fifteen years later, Bullock and Clooney finally worked together on Alfonso Cuarón's Oscar-winning Gravity (2013).

4. JENNIFER LOPEZ AUDITIONED ON CLOONEY'S COUCH.

According to Soderbergh, Clooney was never better with any other actor than he was when he auditioned with Jennifer Lopez on a "noisy leather couch" in Clooney’s study.

5. THE BANK ROBBERY IN THE BEGINNING WAS A NOD TO DOG DAY AFTERNOON.

Screenwriter Scott Frank (who also wrote Get Shorty) originally took the job writing Out of Sight so that he and his three children could afford a bigger house. Frank later said writing it was the most satisfying experience he had in 28 years of writing screenplays. (He earned an Oscar nomination for his efforts.)

He felt that while Elmore Leonard’s book was about Karen Sisco, she didn’t change much, whereas Jack Foley was “much sadder” and more interesting, which led to Frank moving the bank robbery that took place in the middle of Leonard’s book to the opening. He also did this to replicate the propulsive beginning of Dog Day Afternoon (1975).

6. SODERBERGH SAID HE "STOLE" FROM ANOTHER MOVIE TO BUILD THE SEXUAL TENSION.

“That sequence in Don’t Look Now where Nic Roeg cross-cuts the lovemaking scene with Julie Christie and Donald Sutherland getting dressed, there was an intimacy about it that I thought was really powerful,” the director said. “So I stole it.”

7. THE TRUNK SCENE WAS SHOT MORE THAN 45 TIMES.

Soderbergh originally shot it as one uninterrupted take. After all of those attempts, test audiences didn’t like that approach.

8. CATHERINE KEENER WAS TERRIFIED.

Catherine Keener’s scene by herself as Adele was the first thing shot, and she was surrounded by important studio heads. The actress recalled of the experience, “And there's me, all alone, with people screaming instructions and s--t, so I just had to scream inside.”

9. MICHAEL KEATON AGREED TO A CAMEO IF HE COULD REPRISE HIS JACKIE BROWN CHARACTER.

Michael Keaton thought it was the “coolest idea” to have him reprise his role as FBI agent Ray Nicolette, the character he played a year earlier in Quentin Tarantino's Jackie Brown (another Leonard adaptation). Keaton wanted audiences to believe that if Nicolette could be in two different movies from two different studios, they “might see him at the Dairy Queen later, like he’s a real guy out there wandering around in life.” Soderbergh agreed once he saw Keaton’s work in Tarantino’s Jackie Brown editing room. Tarantino insisted that Miramax not ask for money from Universal for the rights to the character.

10. CLOONEY WAS HECKLED IN PRISON.

Lancaster, California’s Mira Loma Detention Center was the stand-in for Lompoc, and Louisiana State Penitentiary in Angola was used as the Glades Correctional Institution in Florida. Angola inmates yelled, “What's wrong, Batman? Can't fly to the top of the hoop?" when Clooney was forced to play poorly during the basketball scene.

11. A DEER LIFTED SODERBERGH’S SPIRITS.

Frustrated over the lighting inconvenience six inches of snow brought to one day’s filming, the director sat on the side of a deserted Detroit road by himself when a deer approached him. "I reached over to the craft services table and took four apples," Soderbergh told Empire. "The deer came and stood by me and, one by one, ate these apples. There was no one around, completely quiet, just snow falling and it completely lifted the cloud that I was operating under. I went back to work saying, 'Okay, it's just a movie. We'll put it together a piece at a time.'"

12. THE DJ RESPONSIBLE FOR THE SCORE WAS HIRED AFTER WRITING A FEW SECONDS OF THE THEME MUSIC.

David Holmes worked six weeks of 12- to 17-hour days to get the soundtrack done. Soderbergh wanted and got a combination of Lalo Schifrin’s work on the Dirty Harry soundtrack and the music from the first season of The Rockford Files.

13. ALBERT BROOKS DIDN’T THINK MUCH OF HIS CHARACTER.

Albert Brooks explained to Backstage that while he had played a villain before his turn as mobster Bernie Rose in Drive (2011), his character Richard Ripley in Out of Sight was not feared at all. “I played a bad guy in Out of Sight, but he was a pu**y. He needed protection in prison, he needed people to stick up for him, he had security guards around him. He wasn't a guy who would take action himself; he paid people to do it. So I've never played a guy who you wouldn't want to cross physically, for your own safety.”

14. LEONARD HELPED WRITE THE MOVIE'S ENDING.

Scott Frank was stuck on how to conclude the film for months, not wanting to end it with Sisco shooting Foley and going back to Florida like it did in the book. Out of desperation, Frank called the author for advice, when he was told their conversation would have to be cut short because he was about to talk to a Texas man who had broken out of prison more than a dozen times. Frank inquired further, then wrote a new ending that saw Foley meeting the multi-time prison-breaking Hejira Henry (Samuel L. Jackson) on the way to jail.

15. STEVE ZAHN THINKS THE POSTER LED TO THE POOR BOX OFFICE.

Steve Zahn felt that Universal made the poster look like a “murder-mystery love triangle thing”, which is why it came in fourth during the movie’s opening weekend. The studio rushed the movie into the early summer because Meet Joe Black (1998) was not ready. The date change led to major magazines killing potential cover stories because there wasn’t enough buzz on the film.

16. ELMORE LEONARD LIKED THE MOVIE.

Leonard wasn’t sure he would like the movie, after arguing with Frank over his decision to include flashbacks (Soderbergh was upset when Frank took them out). After seeing an early, extended version of the movie which was 15 minutes longer than the theatrical release and didn’t even have any of the music, Leonard called Frank to tell the screenwriter that the movie was “terrific.”

17. LEONARD WROTE A SEQUEL.

The 2009 novel Road Dogs had Jack Foley escape prison thanks to a Cuban gangster, who then asks for favors in Venice, California. The author decided to write the sequel because he liked George Clooney and wanted him to play Foley again. The respected novelist passed away at the age of 87 in 2013.