In 1997, when he reluctantly (at first) agreed to direct Out of Sight, Steven Soderbergh’s career was foundering. Though he had started out strong with his feature debut, sex, lies, and videotape being a box office and critical success (as well as winning the Palme D’Or at the Cannes Film Festival the year it was released), his follow-up movies had failed to connect with audiences or critics in the same way (though I like them, especially his third movie, King of the Hill). Soderbergh himself felt dissatisfied with the way his career was going, especially with his fourth movie, The Underneath (which, again, I like a lot), so he had made a documentary (Gray’s Anatomy, Spalding Gray’s third one-man show) and an experimental movie (Schizopolis, which he also appeared in). Still, Soderbergh felt frustrated by the fact he no longer seemed to connect with mainstream audiences, which is why he ultimately decided to direct Out of Sight. Though the movie underperformed at the box office, it was critically acclaimed, which was also the fate of his follow-up film, The Limey. The year 2000 was when Soderbergh finally broke through in mainstream Hollywood, with Erin Brockovich and Traffic. Both films did very well with audiences and critics and both films garnered multiple Oscar nominations, including Best Picture, Best Screenplay (original for the former, adapted for the latter), and for one of the few times in history, Best Director (Soderbergh won for the latter). Coming from a position of strength now, Soderbergh could have gone back to his more experimental work – and he would do so the following year with Full Frontal and his remake of Solaris – but first, he went mainstream again with Ocean’s Eleven, his remake of the 1960 movie directed by Lewis Milestone and written by Harry Brown and Charles Lederer (from a story by George Clayton Johnson and Jack Golden Russell – Ted Griffin wrote the 2001 version). This may have seemed like a step backward for Soderbergh, but Ocean’s Eleven turned out to be one of his most entertaining and enjoyable films.
In this version, Danny Ocean (George Clooney), just out of prison, goes to Atlantic City and reconnects with Frank (Bernie Mac), who’s a croupier using the alias Ramon. Frank tells Danny Rusty (Brad Pitt), Danny’s partner, is currently in Las Vegas teaching celebrities to play poker (Holly Marie Combs, Topher Grace, Joshua Jackson, Barry Watson, and Shane West are the TV stars who play themselves here). When Danny meets up with Rusty in Vegas, he tells Rusty his plan – to rob three casinos (that share a safe) all owned by Terry Benedict (Andy Garcia). Rusty thinks the plan is crazy, as does Reuben (Elliot Gould), whom Danny and Rusty approach for financially support, but they both agree to go along with it (Reuben because Terry muscled him out of a casino he used to own). Danny and Rusty end up recruiting Virgil (Casey Affleck) and Turk Malloy (Scott Caan), two brothers who help with various tasks on the heist, Livingston (Eddie Jemison), the computer expert, Basher (Don Cheadle, uncredited), who’s good with explosives, Yen (Shaobo Qin), an acrobat, Saul (Carl Reiner), an elderly con artist whom Rusty talks out of retirement, and Linus (Matt Damon), a pickpocket. Danny informs the others while there are plenty of obstacles, the take is $160 million. What Danny doesn’t tell them is his other motivation – Terry Benedict is now married to Tess (Julia Roberts), Danny’s ex-wife, and Danny wants to get her back.
The original version is probably best remembered today as the first Rat Pack movie, with the Rat Pack – Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford, Joey Bishop – and a few others (including Richard Conte, Norman Fell, and Henry Silva) playing WWII veterans who decide to knock over five casinos on New Year’s Eve and do so by shutting off the power grid (the power grid is kept for the remake, as was the backer – played by Akim Tamiroff in the original – and the reworked concept of multiple casinos being robbed; the idea of a fixer who knows of any job pulled in Vegas, and played here by Cesar Romero, is alluded to in the remake). Supposedly, when Lawford pitched the idea for the movie, Sinatra joked they should just pull the job instead,* and that lackadaisical attitude, I think, shows throughout this movie. It’s not a bad movie by any means – the robbery itself is executed well, and the Code-mandated ending is pretty clever without feeling like a cop-out – but you get the feeling no one gave a damn about anything but the money and working with old friends when you’re watching it. It doesn’t help Lewis Milestone, a director who had made some terrific movies (the original versions of All Quiet on the Western Front and Of Mice and Men, along with the entertaining noir The Strange Love of Martha Ivers) was at the twilight of his career, and you get the sense he was playing traffic cop more than anything else. Soderbergh’s version, on the other hand, is genuinely entertaining.
For starters, he and Griffin pack in a lot of humor. I know a lot of people had issues with Cheadle’s attempt at a Cockney accent, but since it’s a comedy, I didn’t mind, since he was funny, and admittedly, I have a weakness for hearing Cockney slang (which Soderbergh had previously indulged in with Terrence Stamp’s character in The Limey), as Cheadle does here when Basher is trying to explain how they need to find another way to cut the electricity (because when one of Reuben’s old casinos gets demolished, the people behind that inadvertently did away the method Basher was going to use) or they’ll be in Barney – upon everyone else’s blank looks, he elaborates, “Barney Rubble – trouble!” Griffin and Soderbergh also get humor out of subverting conversations, as when Linus has to pretend to be an inspector from the Nevada Gaming Commission, Rusty is telling him how to play the role, and when he gets to what he says is the most important part, Livingston calls Rusty away, leaving Linus stranded. Finally, while I can see how a little of Affleck and Caan’s bickering can go a long way for some people, the movie does have the wit to wink at that, as when Linus gets stuck in a van with the Malloy brothers while Danny, Basher and Yen go steal an electronic pinch that Basher will use to shut the power off briefly so the crew can go about the heist, and he’s so irritated with their bickering he ends up breaking into the place himself, which immediately gets security chasing after him.
This was the third movie Soderbergh served as his own cinematographer (after Schizopolis and Traffic) under his pseudonym “Peter Andrews” (though he didn’t edit under his other pseudonym, “Mary Ann Bernard” – Stephen Mirrione served as editor here). He gives the movie a sleek look, but he also keeps it moving quickly. As with Traffic, Soderbergh also tries to subvert genre expectations with the look of the movie, and the way the plot unfolds. Even though this is a heist movie, there are no gun battles, except for one that turns out to be staged. Though there are suspenseful scenes, such as when Danny and Linus set off a bomb without knowing Yen hasn’t gotten to safety on the other side, Soderbergh also leavens those scenes with humor as well, as when Danny presses the triggering device, only to find out the batteries need to be changed (which does allow for Yen to escape, though he does have, with his only line in English, some choice words for Danny and Linus when they finally meet up with him). David Holmes’ score also strikes the right tone, keeping the movie light as air. Finally, it may have been a set-up for a sequel, but having Terry Benedict continue to go after what’s been taken from him is another way Soderbergh plays with genre conventions to make this entertaining.
The cast also gives the impression they’re doing more than just marking time. Clooney isn’t stretching here like he did earlier with Soderbergh (in Out of Sight) and would do later with Soderbergh as well (in Solaris), but he’s convincing as a smart and charming thief. Pitt is unflappable cool as Rusty, and he makes the running gag of his character always eating work for him. Bernie Mac is very funny, from when he’s pretending to be sicker than he really is to get transferred to Vegas to when he’s turning on both the charm and intimidation when trying to get a good deal on a vehicle the group needs. Gould, who appeared mostly on TV in the 1980’s and 1990’s, is the best he’d been in years as Reuben, stealing his scenes with a brio he hadn’t shown since his films with Robert Altman. Reiner also shows how crafty he still is as Saul – when Danny asks if he’s up for doing the con, Saul snaps, “If you ever ask me that question again, Daniel, you will not wake up the following morning!” Damon seems a little generic at first, but he’s convincing as a pickpocket and also contributes to the humor. And as I mentioned above, I think Affleck, Caan, Cheadle, and Qin are very good. Finally, Garcia, who can be a ham, dials it down while still being menacing. There were two sequels to this movie (along with an all-female spin-off, Ocean’s 8), but while they had their moments (particularly the spin-off), none of them were as entertaining as Ocean’s Eleven.
*-In The Rat Pack, Rob Cohen’s entertaining made-for-HBO movie about the group, it’s Dean Martin (played by Joe Mantegna) who says this when they’re discussing making the movie.