The three keys to 'Ocean's Eleven'

George Clooney (from left), Brad Pitt, Matt Damon, Elliott Gould, and Don Cheadle maintain their cool during a heist in 2001’s “Ocean’s Eleven.” (Warner Bros/MovieStillsDB.com)

Every week, Ultimate Movie Year looks back into the past to highlight the best film that came out that weekend.

"Ocean's Eleven"
Released Dec. 7, 2001
Directed by Steven Soderbergh

I wonder what Martin Scorsese thinks about "Ocean's Eleven."

The acclaimed director, a titan of filmmaking, started a culture war within the industry after he compared the Marvel movies to theme park rides. As I watched "Ocean's Eleven" again, I couldn't help but think how this movie wields the two sides of the debate together: Hollywood's biggest stars joining forces for a project designed for pure pleasure and entertainment, yet made by a director who can't help but implant his unique artistic style and technique into one of the most commercial films ever made. How the hell did Stephen Soderbergh pull this off?

To figure it out, we're gonna need at least a Martin, a Bogie-Bacall, and a Sergei. Let's break it down:

1) The Martin: The movie is a remake of the 1960 "Ocean's 11," starring Dean Martin, Frank Sinatra, Sammy Davis Jr., Joey Bishop, and Peter Lawford, commonly known at the time as the Rat Pack. A group of casual friends and Las Vegas entertainers, the Rat Pack personified dressing to the nines and being cool. While the 2001 cast  (including George Clooney, Brad Pitt, Matt Damon, and Julia Roberts) didn't run together as much as the original Rat Pack, they were indeed friendly enough with each other that their camaraderie was evidenced on-screen. They were also well dressed by costume designer Jeffrey Kurland, who outfitted these outlaws in the sharpest designer suits and dresses possible. It was a group of generational movie stars looking as good as any of them looked in their careers and, combined with the cool, clever, and savvy personalities displayed, made the audiences either want to be with them or be them.

2) The Bogie-Bacall: Of course, a movie can't just be a fashion magazine. Fortunately, Ted Griffin's screenplay is ruthless in its efficiency, creating a compelling story of more than a dozen memorable characters in less than two hours. The key here is Griffin writing individual scenes that pair two of the film's biggest stars together, allowing them to share the same screen for the first time in their careers. The best of these scenes is the first interaction between Danny Ocean (Clooney) and his ex-wife Tess (Roberts).

Tess is dining alone, awaiting her current lover Terry Benedict (Andy Garcia), when Danny surprises her. It's the first time they've seen each other since Danny was released from prison, and he reveals his real motive for planning the massive casino heist his crew is about to attempt: Danny wants to win Tess back. However, Tess remains cold toward her ex-con ex-husband, and the two banter back and forth with the kind of fluidity that can only be found in movies.

Danny: They said I paid my debt to society.
Tess: Funny, I never got a check.
Danny: You're not wearing your ring.
Tess: I sold it, and I don't have a husband. Or didn't you get the papers?
Danny: My last day inside.
Tess: I told you I'd write.
…
Danny: OK, I'll make this quick. I came here for you. I'm going to get on with my life, and I want you with me.
Tess: You're a thief and a liar.
Danny: I only lied about being a thief, but I don't do that anymore.
Tess: Steal?
Danny: Lie.

Their interaction here recalls many of the best Hollywood on-screen romances, such as Humphrey Bogart and Lauren Bacall, who fell in love while filming 1944's "To Have and Have Not. The couple starred in four films together, and, ironically, were two of the original members of the Rat Pack. Clooney and Roberts never got together behind the scenes, but they have a clear affection for each other and remain friends to this day. While sometimes off-screen relationships don't translate well on camera, the love-hate connection between Danny and Tess in "Ocean's Eleven" elevates the film above its successors and gives it its heart.

3) The Sergei: With the script locked down and the stars are given room to unleash the full power of their looks and charisma, Soderbergh could focus on simply directing the movie. Soderbergh was coming off the high point of his career, scoring duel Academy Award directing nominations for "Erin Brockovich" and "Traffic" in the same year (and winning for the latter), and what's interesting about "Ocean's Eleven," as commercial as a picture as he's ever made, is that he shot and edited the movie like an art film. He shot the movie himself, washing his stars in the yellow and blue neon and florescent light of Vegas, and worked with his frequent collaborator and editor Stephen Mirrione on this project. They proceeded to use nearly every film editing technique in the book: wipes, montages, flashbacks, jump cuts, and more. The trick of "Ocean's Eleven" is that it shows us the vocabulary of filmmaking as we're on this charming and clever ride, casually reminding us that Soderbergh has forgotten more about the craft in the past month than most of us could learn in our lifetimes.

So that's the three keys to the success of "Ocean's Eleven." Wait, you think we need one more? You think we need one more. Alright, we'll do one more.

4) The Debussy: The reality of this movie is that every single character here is either a criminal or consort with criminals, and yet, we're cheering on the majority of them. The subliminal guide for us on how we approach this crew is found in the music, which often keeps the mood light and bouncy for us. David Holmes, an Irish composer and musician, scored the majority of "Ocean's Eleven," infusing the jazz lounge sound you might hear in Vegas with his own electronic influence. It makes all the criminality fun and welcoming as we hang with this crew, a cinematic indulgence to remind us, "What happens in Vegas stays in Vegas." The heist eventually builds to an orchestral finale of the team, their task complete, watching the fountains of the Bellagio under the moon and Vegas light as we hear "Clair de lune."  It allows the cast to essentially take their bow before us after they performed such an ambitious feat, it resembles magic.

By focusing on stars and style, Soderbergh revived and reinvented the heist movie for generation. The cast and crew reunited for two sequels, with "Ocean's Twelve" leaning more into the Sergei and "Ocean's Thirteen" returning to the classic Martin. An all-female spinoff with Sandra Bullock and Cate Blanchett, "Ocean's 8," was released in 2018, and Soderbergh directed another heist movie, "Logan Lucky," which is unrelated to the franchise. While there is no shortage of successors, "Ocean's Eleven" remains the high standard for stylish precision in heist films.

The Weekend: The first weekend of December brings to us several historically significant films, any one of which could have made a great addition to the Ultimate Movie Year. In 1983, Al Pacino offered another iconic persona in film crime in Brian DePalma's "Scarface," while Eddie Murphy tackled crime lords in 1984's "Beverly Hills Cop," which became one of the most successful comedies of all time. Leslie Nielsen portrayed another funny detective of a different sort, as the screwball farce "The Naked Gun: From the Files of Police Squad!" hit theaters in 1988.

Almost a decade later, "Ocean's Eleven" star Damon appeared in his breakout role as a troubled genius youth in Gus Van Saint's "Good Will Hunting," released this weekend in 1997. Acclaimed director Ang Lee turned his focus on China's classic wuxia genre with 2000's "Crouching Tiger, Hidden Dragon," which was one of the rare foreign films to earn an Academy Award nomination for Best Picture.

Finally, another Best Picture nominee debuted in 2010, as Darren Aronofsky's visionary thriller "Black Swan" earned star Natalie Portman the Best Actress Oscar statue, and also featured a future Ocean's franchise player Vincent Cassel.

Next Week: "Heat"

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