'One of the things that scared me when I read the script was the amount of time that we would have to be shooting on the floor of the casino,' he recalled in the 2001 film's production notes.

Soderbergh was worried that they were set up to fail logistically on Ocean's Eleven. Moviestore Collection/Shutterstock Inside Job I wanted it to be sparkling.'ĭickinson and Henry Silva, also in the original, have blink-and-you-miss-'em cameos when fight night gets underway at the MGM Grand, a scene that also features real-deal boxers Lennox Lewis and Wladimir Klitschko. I wanted it to be a sort of light entertainment and I didn't think darker or meaner ideas had a place in a movie like this. It's probably the least threatening film I've ever made in a way. 'When I say Ocean's Eleven is a throwback to an earlier period in cinema,' director Steven Soderbergh explained, 'I mean that the movie is never mean, it's never gratuitous, nobody is killed, nobody is humiliated for no reason or is the butt of a joke.

That super-cool vibe, however, was alive and well in the remake. The original Ocean's 11 from 1960 starred Frank Sinatra and fellow Rat Pack members Sammy Davis Jr., Dean Martin, Peter Lawford and Joey Bishop, as well as lady-of-the-pack Angie Dickinson-and it's famously not that great, the only magic still lingering to this day emanating mainly from the pop-cultural momentousness of it all, as it was their first movie in which they all appeared together. Warner Bros/Kobal/Shutterstock Rat Pack Roots

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