Forget the multimillion-dollar multi-casino heist: The main order of business in both versions of Ocean's Eleven is the massed display of cool. Frank Sinatra understood this, which is why the Rat Pack savoir faire of Frankie and his crew is the only aspect of the 1960 original that remains watchable (even so, the minstrel marginalization of Sammy Davis Jr. -- ''Eee-O-Eleven'' and all -- remains impossible to countenance).
Steven Soderbergh understands this as well, and thankfully he's the director of last year's remake. Where fuddy old Lewis Milestone tried and failed to get the Pack to behave themselves in front of the camera, Soderbergh leads his cast through an exercise in splendidly deadpan form over content. George Clooney and Brad Pitt make beguiling Mutt and Jeff leaders, Julia Roberts has only slightly more to do than the original's Angie Dickinson, old dogs Carl Reiner and Elliott Gould stretch their spry legs, Don Cheadle valiantly attempts to morph Sammy Davis and Peter Lawford into one cockney reject, and the whole thing ends with a lovely, dreamlike merger of Vegas and Debussy. The only catch? It don't mean a thing. But unlike the original, Soderbergh's ''Ocean'' has that swing. 1960 ''Ocean'': C-; 2001 ''Ocean'': B+
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