Watching the original.

GUS VAN SANT learned the hard way that it's inadvisable to modernize a classic when his shot-for-shot Psycho re-creation tanked in 1998. By contrast, Steven Soderbergh has taken a far easier road by picking the inarguably flawed 1960 heist flick Ocean's Eleven as his big-budget, tent-pole remake. Any modification of Eleven's bitter misogyny and glacial plotting will be an improvement.

We don't need Phil Hartman's uproarious SNL Frank Sinatra impersonations to recall Ol' Blue Eyes' rap sheet: womanizer, booze hound, sexist. Yet Sinatra was the brains and driving force behind this vanity project (directed by veteran Lewis Milestone); it was his premise, and he took the dominant role—Danny Ocean, a mysterious playboy who recruits 11 WWII paratrooper buddies to simultaneously loot five Las Vegas casinos on New Year's Eve.

Solid foundation . . . for a thriller that can patiently balance the crew's quirky characterizations with high-wire, high-tech criminal procedure. Unfortunately, Eleven does neither, exposing the robbery as a harebrained lark hatched by indistinguishable brats with nothing (or nobody) better to do.

The purported mastermind, Ocean, can't even juggle condescending arguments with his estranged wife and mistress. Only two of his 11 actually seem to need extra scratch: a terminally ill parolee who wants to put his kid through college, and a joyous, always-crooning garbageman (a thankless role for Sammy Davis Jr.)

Eleven's redundant, rapid-dissolve introductory scenes don't make us care a lick for the very white, cool-to-the-point-of-inertia remainder. It takes 45 minutes until the gang finally convenes to reveal the plan, then 90 minutes more until the actual (admittedly exciting) robbery goes down. Since the execution is so elementary—Davis knocks out an electric tower, letting planted crew members skulk into the dark, unprotected safe rooms—there's plenty of time for Sinatra and Dean Martin to drink, smoke, and joke about repealing the 18th and 19th Amendments. Darling.

The real heat occurs in Eleven's final half-hour, as corporate thief Duke Santos (a brilliant Cesar Romero) expertly plays the casinos and crooks for his own cut. Everybody's plans take an unexpected turn in a stellar funeral parlor finale that's far and away the only instance of poetry in this curious artifact.

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