Various artists

As film critics everywhere have pointed out, the first Ocean's Eleven, released in 1960, isn't much of a movie. The assorted "actors," led by Frank Sinatra, Dean Martin and Sammy Davis Jr., look as if they're either suffering from lingering hangovers or are still tipsy (which mostly they were), and the plot moves like a leviathan in need of podiatrist: There's less suspense than in a bungee cord once used by John Candy. Hell, Robin and the 7 Hoods has more funny moments; you haven't guffawed until you've seen a pistol-wielding Davis shout out "Bang! Bang!" So even if Matt Damon is no Joey Bishop -- or Peter Lawford, or Cesar Romero, or whoever the hell he's supposed to be -- Steven Soderbergh's big-budget remake should feel no shame. The flick isn't treading on hallowed ground.

On the other hand, George Clooney, Brad Pitt and Don Cheadle (who portrayed Davis in a 1998 HBO flick) will be compared to the Rat Pack whether they like it or not, and if rosy memories don't pummel them, the artifacts their role models left behind certainly will. Eee-O 11 is in many respects a standard repackaging of the type that the Pack's top trio has inspired for decades, but it's an uncommonly lively one, with the assorted belters making like the swingin' dicks they were. The opener, Sinatra's "I'm Gonna Live Till I Die," smacks the listener like brass knuckles made entirely of diamond rings; Martin chimes in with the marvelously vivid "Ain't That a Kick in the Head"; and Davis stands out with the jazzy, finger-poppin' title cut, on which he offers up this folk wisdom: "Show me a man without a dream/And I'll show you a man that's dead." Put that in your eye socket and polish it.

Still, the real find here is Live at the Sands, a recording from 1963 that captures Frankie, Dino and Sammy in all their self-indulgent glory. The set kicks off with an introduction of Martin ("The Sands Hotel proudly presents the star of our show, direct from the bar!"), who interrupts his opening medley after about thirty seconds to ask, "How long I been on?" That's followed by a slew of wonderfully anachronistic lyrics ("I love Vegas like Kruschev loves being indignant/I love Vegas more than my wife Jeanne loves being pregnant"), plenty of politically incorrect banter ("Here's a little song called 'You Show Me a Cowboy Who Rides Side Saddle and I'll Show You a Gay Caballero'"), a couple of bars of Leslie Gore's "It's My Party" sung in semi-falsetto, and even a few snippets of actual song, sort of.

When Sinatra arrives, he's much more in control, offering a splashy version of "Call Me Irresponsible" and purring like a pro ("This is from The King and I, a beautiful song") in his preface to "I Have Dreamed." But the wheels come off again when Martin returns, prompting Sinatra to recite this bit of drunken doggerel: "At last I met the perfect girl/And her I do adore/She's deaf and dumb and oversexed/And she operates a liquor store!" A subsequent medley is a train wreck piloted by two sozzled engineers, both of whom do their damnedest to run over Davis during a series of impressions (he performs "All the Way" as Nat "King" Cole, Tony Bennett and everyone's favorite, Vaughn Monroe). From there, it's a free-for-all of not-very-hilarious ethnic humor, the occasional show tune, and these parting words from Sinatra: "If you happen to run into Dorothy Kilgallen, make sure you're in your car." Imagine an entire generation saying, "Eh?"

Why isn't this mishmash offensive and dated? To some, it will be. Then again, they'd probably prefer Julia Roberts to Angie Dickinson, too. Ring-a-ding-ding.


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