Key themes and motifs

Director Mann dwells heavily on the personal lives of both the criminals and the police, and in particular, their relationships with their wives and girlfriends. McCauley is forced to break his creed when he becomes involved with Eady (Brenneman), an aspiring graphic artist who is similarly lonely. Shiherlis' destructive behavior takes a toll on his marriage to Charlene (Judd), an ex-Vegas showgirl and mother to his son. She fears her husband's capture and the possibility of her being sent to prison as an accessory to his crimes. Hanna, a workaholic, has neglected his third wife Justine (Venora) and her troubled daughter Lauren (Portman). Over the course of the film, their tenuous relationship also reaches a crossroads.

The effects in the film create a believable illusion of authenticity. The central shootout was supervised by former British SAS sergeant Andy McNab, and the details of the bank robbery (rigging junction boxes, cutting into telco lines and alarm circuitry) seem realistic. Cinematographer Dante Spinotti uses angles and filters in neo-noir style. Composer Elliot Goldenthal provided the score, performed by the Kronos Quartet. Music Supervisor/KCRW personality Chris Douridas created the film's soundtrack, including the use of Moby's God Moving Over the Face of the Waters at the film's ending.