I had know the director Jacques Turner--(i prob spelled that wrong) from the strange classic Cat People from i think 1944 give or take a year. I remembered thinking - during the actually genuinely creepy and brilliant gym pool scene in Cat People that this director would make a great film noir with his master of light and shadows.What immediately works about this is Robert Mitchum and his cool laid back performance. The leading lady-Jane Greer-- has wonderful chemistry with Mitchum and it is believable. Mitchum is the perfect person to play in anoir situation where there is a slow moving investigation going on. I love slow moving noir films that get it right and this one nails it. This is currently my favo noir film. To make a picture work where there is a femme fatal type of lady being pursued by a detective or insurance guy -etc- 3 element absolutely have to be in place. 1. the cinematography to back up the scenes where -in this case Mitchum- is just sitting in the bar- . a scene like this would then need perfect use of light and shadows so as to give the viewer a multiple aesthetic type of visual thing.2. The dialogue has to be great and as had been proven if done right - like Wilder- a voice over can be magic- Out of the Past nails the dialogue--especially Mitchums voice overs. 3. You need to have a certain style with the camera itself as well as as actors who can meld with these first 2. That is really 4 things but this film absolutely nails all of the necessary pieces of the puzzle.The femme fatal is of a unique category in that she has this girl next door look mixed with a wildness. This differs from sat Vera Miles in The Killers or Stanweck in Double Indemnity. The difference is the innocent quality of Jane Greer. This innocent quality makes her murders she commits believable initially in relation to Mitchums sympathy for her crimes.She is super convincing and even suprisingly scary at times-- when you realize how easily she keeps murdering people-- her coldness/sweetnes is portrayed very well. The voice over writing and the dialogue are spot on and totally classic. Mitchum plays the character perfectly which makes his acting spot on. Mitchum convincingly plays a super chill guy that maintains his cool without ever breaking character or going too over the top or under- he just plays it cool-- even his voiceovers are consistent -with his personality-The camera work and cinematography are top notch.The use of silence during dialogue to heighten the tension is used masterfully here.There are many goo supporting actors/actresses. My favorite is the current love interest of Mitchums character that learns all about his past. She has a haunting quality to her that adds to the strangeness of the atmosphere.I will finish this review later----my cat tipped over a jug o water