There’s something about combining the ingredients of espionage, Michael Fassbender, and Steven Soderbergh that just works. Fifteen years ago, the three elements came together to create the very enjoyable (now tarnished by its lead) HAYWIRE. Now, together again, the trio delivers a far quieter and even more satisfying take on the spy film.

George Woodhouse (Michael Fassbender) is an agent who hates liars, a strange valence for a man involved in spycraft. However, that makes him the perfect type to ferret out traitors and moles in the British intelligence sphere. His latest mission from Meacham (Gustaf Skarsgård), however, seems poised to test his commitment to objectivity. The quintet of suspects, any of whom may have stolen and sold off an experimental piece of tech judged too dangerous to be used, are part of George’s social circle.

There’s his friend and colleague Freddie Smalls (Tom Burke), a spy whose loyalty to his vices might outstrip his loyalty to queen and country. Women are chief among those vices, although he insists he is faithful to Clarissa Dubose (Marisa Abela). The youngest member of their group, Dubose is fascinated by spycraft and George’s work in particular. Her every line is either a flirtation or dipped in stinging poison. Smalls got passed over for a job that instead went to George’s right-hand man/mentee, James Stokes (Regé-Jean Page), a strutting up-and-comer. The division’s psychologist, Dr. Zoe Vaughan (Naomi Harris), is evaluating several members of the group and sleeping with Stokes. And, finally, there’s George’s wife, Kathryn St. Jean (Cate Blanchett), a field agent knocking on the door of becoming a director. She’s the one person in his life he might be willing to excuse for lying.

While not devoid of gunfire, the ensuing film is a spy movie that is far more focused on sharp minds and sharper tongues. Screenwriter David Koepp, typically a solid plot writer, gets let off the leash a bit here and seems to appreciate it. The dialogue is nasty fun as the characters poke and prod each other for weaknesses while masking their own vulnerability. Koepp is a reliable scripter who delivers more often than not. That said, Black Bag (similar to his previous Soderbergh collaboration Kimi) feels like a step above most of his other efforts. The strong plotting remains, but the writer seems confident enough to let the words and the actors sell it more than the setpieces.

Soderbergh, acting as his own Director of Photography as usual, matches the visuals to the film’s sense of interiority and intimacy, especially once the sun sets. Shooting on video, he lets light saturate the frame. Individual bulbs throw off large circles of light, almost like a flame at the end of a torch. The outside scenes at night are inky without obscuring the characters. Meanwhile, inside, every moment has a golden hue. In contrast, the daytime scenes, with one key exception, are flatter and harsher. Even scenes in Zoe’s office, where massive windows line the walls, don’t seem to offer much by way of the comfort or heat of natural light.

The dichotomy fits George well. Fassbender presents as in control almost to the point of affectlessness. The moments that rattle his cage, few and far between, are absorbed with barely a raised eyebrow until he can escape to a place where no one sees him. He is fastidious without seeming compulsive. Yet in his scenes with Blanchett, there is an undeniable warmth and sexual heat. Fassbender accomplishes this with little change to voice or body language, but the shift is unmistakable. Blanchett meets his energy with a coyness. She seems equally—if not exceedingly—unflappable, but her base presentation is more open, designed to invite in rather than seal off. The film wouldn’t work without their dynamic feeling rock solid and still somehow dangerous to both parties. The actors find the sweet spot.

The film also gives space for Page and Harris to create performances that feel distinctive from recent efforts. There’s a coiled anger to Harris’s acting as the doctor, but it never overwhelms the character’s sense of empathy. As the one character least interested in “playing games,” it would’ve been easy for her to come across as either a drip or a scold. Thankfully, she dodges those pitfalls skillfully. Page, in contrast, is all swagger, a man so confident that even his moments of humiliation seem quickly converted to demonstrations of his coolness. After accomplished and decent characters like his Bridgerton lover man or his Dungeons and Dragons paladin, it is a kick to see him embrace a kind of jock-cad persona.

The final two members of the group have less dialectical characters to play. That doesn’t make their roles any less interesting though. Abela’s femme fatale but playful energy was already mentioned above, but she also gets the best reaction of the climax. She gives a scene that might not otherwise stand out a bit of gravity and trauma that it needed. Burke clearly has fun with Smalls’ manner. He invests the character with a nice dose of Big Man on Campus gone to seed energy that keeps the middle-aged mid-level spy a figure of ill repute while still capturing a sense of competency. Pierce Brosnan as Blanchett’s boss, Arthur Stieglitz, also deserves a mention. It’s a small part, but Brosnan gives Stieglitz the right note of entitlement and hostility.

Fun is the watchword here. There’s tension, for sure, but the dominant experience of watching Black Bag is having a blast. The David Holmes score gets that, as well. It undergirds scenes with a mix of tensely plucked chords and playful bounce. It’s delightful watching a group of actors fully embrace playing characters trained to distrust and obfuscate outdo one another. It’s not quite the most fun one can have with their clothes on, but it’s adjacent.

Black Bag will be doing dead drops in theatres everywhere starting March 14.

Black Bag Trailer: