Steve Zahn Answers Every Question We Have About Out of Sight

On warning J.Lo not to bother with the “actor making an album crap,” George Clooney’s “birthday” prank, and his soft spot for vulnerable dimwits.

In 1998, the arrow was pointing up on Steve Zahn’s young career. Having made his film debut only a few years earlier, he’d already left an impression with memorable turns in Reality Bites, That Thing You Do!, and a season-two episode of Friends. Then came the call to audition for indie breakout director Steven Soderbergh, who was making the jump to higher-budget fare with an adaptation of Elmore Leonard’s crime novel Out of Sight.

The film was to be anchored by recent Batman — and ER leading man — George Clooney as well as rising star Jennifer Lopez. Clooney starred as career bank robber Jack Foley, who escapes prison with the help of his trusted best friend, Buddy (Ving Rhames), and their ever-unreliable criminal associate Glenn Michaels (Zahn). Their plan to steal millions’ worth of uncut diamonds from a fellow former convict is jeopardized by the arrival of plucky U.S. Marshal Karen Sisco (Lopez), who falls into a doomed romance with Foley. Clooney and Lopez bring the film’s sexiness, Don Cheadle (as ex-con Maurice) delivers a sense of danger, and Zahn provides the laughs courtesy of the car-crashing, sunglasses-wearing, easily flustered Glenn.

While Zahn can most recently be spotted alongside Michael Shannon and Jessica Chastain in Showtime’s George & Tammy, we set our sights on chatting with him about everything Out of Sight, including having a soft spot for “vulnerable dimwit” characters, being part of a Clooney prank, and telling J.Lo she should stick to acting.

What’s the first thing that comes to mind when you reflect back on Out of Sight?
I remember auditioning for it, and I lived in this farmhouse in Hainesburg, New Jersey, this little tiny hamlet, and in the basement, I had set up these bedsheets, and back then you were sending VHS tapes to whoever. I was at a big camping thing down in Kentucky, and my agents were like, “You got to get home and audition for this thing.” And I got there, and I remember I could pick a scene to do, and I picked this scene with Jennifer and I, when she’s in the backseat of the car and trying to talk me into leaving Ving and Clooney on the bridge. When I did this scene for them, I didn’t face the camera. I did it like I was in the front seat of a car, and I think I added rolling a joint, and I just turned around at one point and was like, “You want to hit this?” And Steve dug it.

But it was such a great experience. Steve is so hands on, watching the moment, and he says very little, which at first was alarming. I remember Cheadle and I were like, “Dude, does he say anything to you?” “No, he hasn’t said anything.” “I guess we’re doing okay then, right?” “Yeah, I guess so. No clue.” And then there’s not many movies I can think of where, when I went to see it, I was blown away. What I had shot and what I saw was a completely different thing, and that’s exciting as an actor.

What jumped out about Glenn when you first were able to dive into Scott Frank’s script?
Glenn was this raw dog. I adhered to that immediately. When I read that, I was like, Oh, I could kill this. I want to play this so bad! Sometimes that’s a kiss of death, thinking you’re perfect for something when you are. I was nervous about it. I remember doing the scene in the prison yard, and I got glasses on and I’m lifting weights. [Laughs.] Dude, it was the first scene that I shot, my first existence on that film — I was fucking petrified. I really wanted the glasses, and I remember just going, “I have to have these glasses, even though I know I’d never have them in prison.” So they let me have the glasses. I think I actually still have them. And I got to set, I went to the bench, and they were all fake weights.

I freaked out. I went, “Oh my God, you guys. Where is props? Props!” And they saw me freaking out. I was like, “You can’t have fake weights. It’s hard enough to pretend I’m this guy, and then you ask me to pretend that I’m lifting weights at the same time that I’m pretending to be this other human being.” And they were like, “Dude, we got you.” That scene wouldn’t have worked if I wasn’t using real weights because he just couldn’t lift what he was.

We have to talk more about the sunglasses. What conversations did you have about introducing the character while wearing them and then losing them in the second half of the film? Glenn goes from this aloof dimwit to someone very conscious that his life is in jeopardy, so it’s like the sunglasses no longer fit who he is.
I think it made him unique and stand out in this yard, which was really important. We thought there would be a good moment to lose them and become vulnerable. Somebody who wears glasses, you can’t read them, right? And once you lose the glasses, man, jig’s up.

You’re opposite George for most of your scenes. He’s now one of the biggest A-listers in the industry, but back then he was still on ER and had just started getting major film work with things like From Dusk Till Dawn and Batman & Robin. What was your initial impression of him, and what was it like spending so much time together?
George was huge. When we’d go out to dinner, because he was on ER, everybody knew who he was. People would just go up to the table, like, “George! George!” He explained it like, “When you’re on people’s TV, you’re free. When you’re in the movies, you pay for that. So it’s a different interaction,” which I thought was really wise. He was a great dude, so much fun. George is the biggest goofball in the world, the biggest jokester. I remember we went out one night — it was the opening of a steakhouse in Baton Rouge, and we were guests and had this big round table, and it was all the guys. Luis Guzmán went to the bathroom, and George told the owner, “Hey, it’s Guzmán’s birthday, you gotta do it up for him.” And you could tell that owner’s like, “No, man, this is a high-end restaurant, we don’t sing ‘Happy Birthday.’” He was like, “You have to.” And so Guzmán gets back, the meal’s done, and they bring out this cake and the whole staff stands around and sings, and Guzmán’s just sitting there just with that face, man. [He makes the straightest straight face] They all leave, and Guzmán’s like, “You fucker.” It wasn’t his birthday, of course. Oh, man, in the moment, it was so funny. Just a lot of fun.

You mentioned Don Cheadle earlier. I previously talked to him about this film, and he said he wasn’t originally cast in his part. He did the production a favor by sitting in for the table read at producer Danny DeVito’s house, and on the way out they asked if he wanted to be in it. Do you remember being there that night?
I wasn’t involved with that. I had to audition. I guess Don was in the loop. You’ve got to understand, I’ve always been on the outskirts. I was living in a small town in Jersey — like, literally ten houses. So I missed out on all that camaraderie. I still do; I live in Kentucky, so I’ve always been an outsider to that kind of stuff, and that’s fine.

Throughout Out of Sight, everyone takes shots at Glenn’s intellect. There was a period where you were constantly being cast as the stoner slacker, the oddball screwup. And from everything I’ve read, that is not who you are. What was it about you, or the perception of you, where it felt like you were the guy to play those type guys?
I don’t know. I mean, I just hit that, and people reacted to it. And I was never like, “Hey, I want to play Batman.” When I first got to New York, I was an ingenue. I went out and I was like, “Who got the part?” And it was, like, Stephen Dorff. “Is he doing every fucking movie?” [Laughs.] And then when I’d read these scripts, it was like, Okay, you know what, I like being the idiot friend. And, to this day, I like playing the vulnerable dimwit. It’s just more interesting to me.

We’ve mentioned some of the talent in this movie. In the moment, did you realize how stacked a collection of actors this really was?
When you don’t see people on set, it doesn’t sit in your brain. And then I saw the movie, and I was like, Wow, man, this is amazing. And for it to really not do very well was insane to me. It was a flop financially. But it doesn’t matter. I have a lot of movies like that. That Thing You Do! wasn’t No. 1 that weekend. Modest, did okay. Saving Silverman? No. It was panned by every critic, hated by the world. No one went to see it. So I really don’t put a ton of weight into what the reviews say. I mean, people in the business and critics loved Out of Sight, and yet it did nothing. But it lives to this day, and I’m so lucky to be in stuff like that.

Let’s talk about some of your non-Clooney scene partners. We’ve brought up Cheadle, who is so damn intimidating in the film, whether during Snoop and Glenn’s car ride to go commit a murder or afterward when Snoop zips up Glenn’s jacket to hide the blood and says, “You with the bad boys now, baby.” What was it like being paired up with him?
He’s just brilliant, and we work similarly. We got along great. You’re as good as the people around you, and everyone in that car was top notch. He was spectacular. And then you got Steve sitting there. Steve’s great, man. He doesn’t go to the monitor. He sits next to the camera and watches what’s going on. It’s so rare nowadays. Everybody’s buried in a monitor. Trust your DP, go watch what’s happening, absorb it.

You have two vehicle interactions with Jennifer. What stands out to you about filming those?
I spent an exorbitant amount of time in a car with her singing Broadway tunes. And then she was like, “Hey, check this out,” and she was singing this song, and I’m like, “What the hell’s that?” She’s like, “That’s my own song that I’m doing.” I’m like, “Oh, please don’t tell me that you’re doing the actor-making-an-album crap. Don’t do it, that’s not going to work.” [Laughs.] I swear to God. So don’t listen to me!

We last see Glenn when Karen lets him to go free, and he gets out of the car and starts booking it in the snow. You kill me with your running there, so what was the thought process on how to play that?
I remember it being really wet, and I was in UGGs, and I didn’t want to be cold, so part of it was just trying to negotiate puddles of cold water.

You never know what to believe on the internet, but I read somewhere that Soderbergh considered having the ending be Glenn, sitting in a bar and telling the story as if he was the central character and hero. Were there discussions about that?
That’s great. Oh, dude, we should have shot that! That would’ve been funny as an alt ending.

Do you think that Glenn has managed to somehow stay alive all these years later?
Yeah, Glenn’s alive, for sure. Glenn’s traveling, selling crafts at craft fairs. He’s doing something.

You and George might be the only people whose résumé includes both the sexiest movie of all-time and People’s “Sexiest Man Alive” list.
I was in a very specific category, like “Sexiest Dads Between 50 and 55.” He’s been the sexiest guy forever.