Flatliners

Flatliners (1990) may be best remembered as a film that featured a cast of young actors either on the cusp of being bonafide movie stars (William Baldwin) or who were already there (Julia Roberts). Featuring the likes of Kiefer Sutherland and Kevin Bacon, you’d be hard pressed to assemble this cast now but back then the film’s director Joel Schumacher had the Midas touch, making his name with the Brat Pack dramedy St. Elmo’s Fire (1985) and the popcorn thrill ride cum horror film The Lost Boys (1987). Flatliners was an attempt at more serious, weightier fare albeit filtered through his commercial sensibilities. It features a top notch premise: five medical students attempt to cheat death by killing themselves for several minutes so as to uncover any evidence of an afterlife. However, once they’re revived what they experienced while dead comes back to literally haunt them.


Flatliners came out at a time when Hollywood was fascinated with death and the afterlife as similarly-themed films Ghost (1990) and Jacob’s Ladder (1990) all came out in the same year. Flatliners resides somewhere in the middle as it shares some of the romantic aspirations and notions of forgiveness with Ghost while also including some of the otherworldly thriller aspects of Jacob’s Ladder. Art directed within an inch of its life by Schumacher, Flatliners was a commercial success (with that cast how could it not?) and received mostly positive notices. It has by and large disappeared from the public consciousness only to pop up occasionally on television. I’ve always been fascinated by its overtly stylish look and its thoroughly unlikable protagonist. Actually, all of the main characters typify the materialistic “me generation” that came of age in the 1980’s. I also admire Peter Filardi’s awkward attempts to tackle substantial issues, like life after death, bullying, and infidelity, in his screenplay even if he isn’t always successful or we’re distracted by Jan de Bont’s atmospheric cinematography.

Schumacher sets the right tone visually as he introduces the film’s central protagonist, Nelson Wright (Kiefer Sutherland), clad in the ‘80s uniform of sunglasses, trenchcoat and black shirt and pants because, y’know, he’s a got a dark side. The camera zooms in on Nelson who says to no one in particular, “Today is a good day to die.” While all of this is happening, the soundtrack blasts an ominous beat straight out of a John Carpenter film only to inject a pretentious choir vocalizing over top. Fortunately, we’re spared any more of this sonic claptrap as Schumacher slam edits us right in the middle of an emergency room as David Labraccio (Kevin Bacon) frantically tries to save a poor woman in bad shape. She’s wheeled into a room so painfully stark white that it resembles the strange bedroom at the end of Stanley Kubrick’s 2001: A Space Odyssey (1968). Labraccio is a brilliant but impulsive medical student who goes ahead and saves the patient’s life anyway when the doctor doesn’t show up fast enough. He is the brilliant yet angry rebel. He’s such a non-conformist that when Nelson goes looking for him he finds the guy rappelling out his dorm window and down the side of the building because, y’know, he doesn’t have time for the stairs.

Rachel Mannus (Julia Roberts) is the smart med student who keeps her colleagues at a distance. She’s fascinated with life after death because her father committed suicide. Rachel does rounds in a ward with a few elderly patients whom she dotes on, hoping to get some insight into what it’s like to be so close to death. The romance between Labraccio and Rachel feels tacked on. In one scene, they’re good friends and in another they’re sleeping in bed together. It feels like a scene was edited out somewhere in post-production that showed them getting together. Joe Hurley (William Baldwin) is the ladies man with a thing for videotaping his many conquests in-between classes with his fellow med students. Joe’s past is the weakest of the bunch because of its abrupt conclusion. He only seems remorseful because he got caught.

Nelson is a master manipulator who knows exactly what to say to the four other med students so that they will help kill himself all in the name of fame and fortune – oh, and science, of course (that’s merely a side effect). We are introduced to Randy Steckle (Oliver Platt) repeatedly reciting his future job title as he is already self-mythologizing himself. The film quickly and efficiently establishes the main characters and everyone but poor Steckle gets a backstory that provides motivation for why they are willing to kill themselves for a glimpse of the afterlife. I guess, since he’s the only one who doesn’t die and is then resuscitated, he gets marginalized, which is too bad because Oliver Platt is such an intriguing actor to watch and he’s basically reduced to the role of whiney complainer with the occasional comic relief. He is the handwringing Mother Hen with a sarcastic sense of humor, like when he calls Nelson on his ulterior motives for what he’s doing: “This isn’t for mankind, this is for Nelson. Why do I suddenly see you on 60 Minutes sandwiched in-between Andy Rooney and a Subaru commercial?”

Kiefer Sutherland is a little too good at playing a Preppie prick (also see Bright Lights, Big City) as Nelson is an egomaniac looking to make a name for himself. He has never been afraid to play unlikable characters (see Stand by Me or Mirrors) and despite his karmic comeuppance, there is no real indication that Nelson will change all that much despite gaining closure on his past. There is a delicious irony that we get to see a little kid kick the crap out of him – something I’m sure we won’t see on his career reel if the American Film Institute ever decides to celebrate his filmography. One can see what might have drawn Sutherland to this role as he gets to literally shed his pretty boy image by becoming increasingly battered and scarred over the course of the film. Kevin Bacon is good as the skeptic who goes under in order to put his atheism to the test. He plays the voice of reason. Blessed with his family’s good look, William Baldwin is well-cast as the narcissistic pretty boy. The success of this film led to him headlining Ron Howard’s ode to firefighters, Backdraft (1991) and Sliver (1993), an erotic thriller with Sharon Stone. Julia Roberts makes for a credible caregiver but I don’t quite buy her as a brilliant med student.

Flatliners features one ridiculously over-art directed set after another. For example, the room where our med student protagonists practice on cadavers resembles the Metropolitan Museum of Art, not a med school, but it does look fantastic and creates a semi-solemn mood with its impressive-looking Gothic architecture. Check out Nelson’s “apartment” with its high ceilings, ornate paneling and stunning window frames that look like it came out of an Architectural Digest magazine photoshoot. How does a med student afford a place like that? Of course, he could be a trust fund baby born with a silver spoon in his mouth. In case we didn’t get the whole life and death thing that the main characters wrestle with through the entire film, Schumacher makes sure we do by repeatedly lingering on statues of angels and an engraving of a man in a tug of war with Death while that damn choir sings on the soundtrack again! Hell, we even get a shot of Nelson standing right next to a statute with angel wings. Ok, Schumacher, we get it! The night scenes feature slick city streets and smoke billowing in the background for no apparent reason but it does look cool.

The film’s concept of the afterlife consists of the sins of our past – with Nelson it is accidentally killing a young boy when he was a child; Labraccio verbally abused a little girl when he was in grade school; for Rachel it was witnessing her father committing suicide; and for Joe it is all of his sexual conquests coming back to haunt him. Flatliners equates going to the afterlife with an adrenaline rush – the ultimate extreme sport. The flatline/afterlife sequences are obviously the highlight of the film and are beautifully shot by then-cinematographer, later film director, Jan de Bont who expertly utilizes the widescreen frame. He helps give the streets of Chicago a nightmarish look right out of Dante’s Inferno with alleyway fires and then switches to a cool blue look when Nelson goes through a maze of underground passages in the city subway system.

Labraccio’s afterlife sequence looks frightening enough as it takes place on an atmospherically-lit subway but becomes unintentionally funny when he is trash-talked by a little black girl. It’s supposed to be scary but illicits belly laughs as opposed to chills. Much more successful is Rachel’s nightmarish visions of her father’s suicide. She interrupts him in a bathroom saturated with hellish red light as he shoots himself up with heroin. Roberts’ reaction to this primal scene is pretty bad as her attempt at emoting fails. The most extravagant afterlife sequences are reserved for Nelson, of course, because he is the central protagonist. His childhood nemesis is much more intimidating because of his vengeful demeanor.

Then-unknown Boston screenwriter Peter Filardi got the idea for Flatliners in 1988 based on two sources of inspiration. A close friend of his had an allergic reaction to the anesthesia after an operation and had a near-death experience. Filardi was shaken up by what had happened and it “shook up my imagination too.” He realized that death hadn’t really been explored for his twentysomething generation and thought, “What is more intriguing than death itself?” He wrote the script during the Irangate scandal and the United States elections with words like “accountability” being used a lot. From this, he conceived of a group of “young, ‘90s kids who would learn a lesson,” from experimenting with death. He researched medical technology and CPR techniques. Filardi wrote the first draft in two months but wasn’t sure if it was ready to be read. He continued to work on it while writing screenplays for television.

Meanwhile, his former agent Ben Conway shopped the Flatliners script around Hollywood in January 1989 where it quickly became a hot commodity with a six-figure bidding war breaking out among several major producers. In one week, five bids were received with producer Scott Rudin, who had a production deal with Columbia Pictures, coming out on top. However, he reportedly violated protocol by bidding against another producer on the lot – Michael Douglas and his production company Stonebridge Entertainment. Then studio president Dawn Steel stepped in and gave the project to Douglas while Rudin left Columbia for Paramount Studios. Douglas sent the script to director Joel Schumacher during the summer of ’89. The director was in pre-production on his passion project, an adaptation of the Phantom of the Opera, but found himself drawn to the themes of atonement and forgiveness in Filardi’s script.

Schumacher was hired to direct and worked with Filardi to fine-tune the script, including changing the setting. The screenwriter had originally set it in his hometown of Boston but the director changed it to Chicago because he preferred the locations. Filardi also originally envisioned a more realistic approach but Schumacher went for a more Gothic look. Before the start of principal photography, Filardi asked Schumacher about this and the director told him, “I want the film to look as daring as the characters are daring.” To his credit, the director had the screenwriter on set every day doing rewrites when necessary and listening to actors’ suggestions, sometimes incorporating them into the dialogue. To prepare for the film, Schumacher read books on near-death experiences and listened to tapes of people relating their experiences. The cast did some medical research and acquired video tapes of medical procedures. There was also a doctor and a nurse on standby when the actors were on set dealing with needles and CPR equipment.

Flatliners enjoyed most positive reviews among mainstream critics. Roger Ebert gave the film three out of four stars and wrote, “There were some hazards in this project – with the wrong note, they easily could look silly – and yet they take their chances and pull it off. Flatliners is an original, intelligent thriller, well-directed by Joel Schumacher. In her review for The New York Times, Caryn James wrote, “But when taken on its own stylish terms, Flatliners is greatly entertaining. Viewers are likely to go along with this film instantly or else ridicule it to death. Its atmospheric approach doesn't admit much middle ground. The Washington Post’s Rita Kempley wrote, “Flatliners is a heart-stopping, breathtakingly sumptuous haunted house of a movie that takes off where Dracula and Dante left off and CPR began.” In his review for the Globe and Mail, Jay Scott wrote, “The cast is similarly exemplary, a quintet of outstanding equals, and for all the deadliness of its conservative conclusion, Peter Filardi’s script, his first to be produced, is alive with smart med school talk.” USA Today gave the film three out of four stars and Susan Wloszczyna wrote, “Director Joel Schumacher taps his strengths: the ensemble work of St. Elmo’s Fire combined with the neo-gothic scares of The Lost Boys.”

However, Entertainment Weekly gave the film a “D” rating and Owen Gleiberman wrote, “Julia Roberts' fans will be disappointed to see that her follow-up to Pretty Woman (this one was made before anyone knew she was a star) is such a dud, and that she has a relatively minor role in it. The part doesn't give her much of a chance — but then she doesn't do much with it except to stand around and look beautiful and concerned.” In his review for the Los Angeles Times, Michael Wilmington felt that the cast was trapped “in this great cavernous museum of a movie, with a dry little pea of an idea rattling down echoing hallways. It almost seems a cheat that the filmmakers don't show any inkling that emptiness and flashy camp may tinge their ‘philosophy.’”

It may seem like I’m criticizing Flatliners for its unrealistic stylistic flourishes but they are an important reason why I continue to be fascinated with this film after all these years. It is such a product of its times and has a fantastic premise as well. It’s hard to sympathize with most of these characters because they are self-absorbed in nature and so it is up to the actors and their natural charisma to get us to care about what happens to them, hence the casting of people like Bacon, Roberts and Sutherland who were all popular movie stars at the time. Roberts and Sutherland in particular were front and center on the pop culture radar having recently become romantically involved during filming. Ultimately, Flatliners is about sins that must be absolved and perceived guilt that must be eliminated. Both of which stem from their respective childhoods. Once they confront the sources of these issues and apologize or get closure only then are they able to be redeemed.

 
For further reading, check out Erich Kuersten's awesome review over at his blog, Acidemic. His article is actually what inspired me to write my own.
 

Ocean's Twelve

After the commercial failures of Full Frontal and Solaris in 2002, there was pressure on Steven Soderbergh, when he announced that his next film was to be the sequel to the wildly successful Ocean’s Eleven (2001), to not only come up with a box office hit but to also outperform the previous film. With big budget, star-studded casts like the one in Ocean’s Twelve (2004), there is always the danger of having them look too smug and self-indulgent instead of having fun along with the audience. Ocean’s Eleven managed to straddle this line quite well, resulting in an entertaining popcorn movie. Soderbergh kept his cast in check, never letting them go too far over-the-top and shooting it with a style that was always interesting to watch. The big question for the sequel was if he could pull off the same feat without repeating himself too much. Ocean’s Twelve ended making less than its predecessor (but still a lot of money) and cost more while also dividing critics but in some ways I find it a better film.

Danny Ocean (George Clooney) is supposed to be retired and enjoying domestic bliss with Tess (Julia Roberts). However, old habits die-hard and the lure of pulling heists is always calling. She catches him casing a jewelry story on their anniversary. To make matters worse, Terry Benedict (Andy Garcia) is still hot on their trail, tracking down all of the original eleven and letting them know, in his own casually menacing way, that he wants the $160 million, plus interest, that they stole from him in Ocean’s Eleven, and in two weeks time. The montage of him doing this mirrors the one in the first film where Danny and Rusty recruited their crew. If Benedict was an imposing figure in the first film, Andy Garcia makes him even more of a threatening presence in this montage by doing little except exude menace with his eyes and the all-business tone of his voice.

So, Danny gets everybody back together to figure out what to do. Obviously, they need to pull another job but they are too high profile in the United States, so they go to Europe and cross paths with a truly formidable opponent and rival master thief known as the Night Fox (Vincent Cassel), a bored French playboy. He’s jealous of Danny’s status as the world’s greatest thief and is out to prove that he’s the best by having the both of them go after the same thing: the Faberge Imperial Coronation egg. Vincent Cassel plays the Night Fox as an ultra-confident, cocky man in such a way that you want to see Danny and company knock him down a peg.

Ocean’s Twelve ups the difficulty level for our heroes even more by having most of the crew neutralized leaving only Basher (Don Cheadle), Linus (Matt Damon) and Virgil (Scott Caan) left to pull off an impossible heist. So, they bring in Tess to pose as, well, Julia Roberts. Unfortunately, another major movie star is staying at the same hotel, which only adds to the meta aspect. Said movie star gamely plays a fictional version of himself. The scene where he meets Tess as Julia Roberts is very amusing as Damon and Roberts act all star-struck in front of him. It is also interesting in that the meta aspect that was present in Ocean’s Eleven is made even more explicit – something that turned off some critics and audiences but I think works extremely well because Soderbergh isn’t having a cutesy cameo of a movie star for the sake of it but actually incorporating them into the plot and making them an integral part of the scam.

If the first film was about Danny’s redemption by reconciling with Tess, then Ocean’s Twelve is about Rusty’s (Brad Pitt) redemption by reconciling with his past love, Isabel Lahiri (Catherine Zeta-Jones), a determined and quite beautiful Interpol agent. Like Danny’s feelings for Tess potentially compromising his involvement in the heist in Ocean’s Eleven, Rusty’s feelings for Isabel leaves him potentially vulnerable in Ocean’s Twelve. To her credit, Catherine Zeta-Jones fits right in with the European vibe, maintaining just the right mix of determination in nailing Danny and his crew and vulnerability when she’s with Rusty. Their relationship elevates the film ever so slightly above the standard heist story and the conclusion of her subplot is surprisingly emotional and poignant – the highpoint of the trilogy and something you don’t expect from a film like Ocean’s Twelve, which is essentially a feature-length lark.

Matt Damon demonstrates excellent comic timing in this film and is the real stand-out of this strong cast. Early on, Linus asks Rusty if he could have more to do this time out and this moment comes across as quite self-reflexive. It’s as if Damon were almost asking if he could have more screen time in the film itself. In some respects, he is the group’s stammering conscience. There is an amusing scene where Linus, Danny and Rusty meet a contact by the name of Matsui (Robbie Coltrane) for a potential job. Danny, Rusty and Matsui all speak cryptically which leaves poor Linus totally confused. Damon plays the scene so well as he looks desperately to his cohorts for help or some sort of clue as to what he should say. Put on the spot, Linus finally responds by quoting lyrics from “Kashmir” by Led Zeppelin to hilarious effect.

While doing a press conference in Rome during the promotional tour for Ocean’s Eleven, Steven Soderbergh fell in love with the city and over dinner with producer Jerry Weintraub began thinking about the story and structure for a sequel. He got the idea to set it in Europe and was so inspired that he started writing down ideas. After returning to Los Angeles, Weintraub discovered George Nolfi’s screenplay, entitled Honor Among Thieves, about the greatest thief in America going up against his equal in Europe. It was originally developed for John Woo to direct but Weintraub sent the script to George Clooney, Brad Pitt and Soderbergh. The director came up with the basic idea for the film and thought that it “would be more fun if Twelve was the movie in which everything goes wrong from the get-go.” He ended up merging Nolfi’s script with his own ideas. Soderbergh saw this film as more emotional, character-driven and complicated on a narrative level than the first one.

Prior to the start of principal photography, which lasted 77 days, Julia Roberts found out that she was pregnant and Soderbergh incorporated it into the script. He also met with Vincent Cassel at the 2003 Cannes Film Festival and asked the actor if he would be interested in being in Ocean’s Twelve. He agreed without reading the script because he trusted someone with a reputation like Soderbergh’s. Once filming began, the production spent ten weeks globetrotting all over the world with stops in Chicago, Amsterdam, Paris, Monte Carlo, Lake Cuomo, and Rome. Principal photography concluded with four weeks on three Warner Brothers soundstages in L.A.

Not surprisingly, Ocean’s Twelve received mixed reviews. Roger Ebert gave the film three out of four stars and wrote, “The movie is all about behavior, dialogue, star power and wiseass in-jokes. I really sort of liked it.” In her review for The New York Times, Manohla Dargis wrote, “Ocean's Twelve may be slim pickings, but when a film contains a bit as sublime as Rusty putting the moves on a visibly startled Isabel while he's literally hotfooting it from the law it's the kind of movie moment that can tide you over for a week.” The Washington Post’s Desson Thomson wrote, “In this sprawling oglefest, such things as "narrative" and "story" are remote little abstractions indeed. Director Steven Soderbergh uses the same reality-show looseness he brought to his K Street television series.” USA Today gave the film three out of four stars and wrote, “Exuding heaps of postmodern cool — these guys never even break a sweat —Ocean's Twelve also gets comic mileage out of petty bickering among Danny's teammates.” In his review for the Village Voice, Dennis Lim wrote, “Watching other people's vacation home movies is rarely this fun. Quick, cheap thrills spiked with a jazzy, retro new wave vibe, Ocean's Twelve suggests a double issue of Us Weekly guest-edited by the old Cahiers du Cinema crew.” However, Entertainment Weekly gave the film a “D+” rating and Lisa Schwarzbaum wrote, “What's on screen is lazy, second-rate, phoned-in — a heist in which it's the audience whose pockets have been picked.” The New York Observer’s Andrew Sarris felt that the film “Hits a new low in condescending facetiousness, with no fewer than 15 performers of varying talents, tongues firmly in cheeks, undercutting all the genre's action conventions while camping up a storm on two continents.” Finally, Slate’s David Edelstein wrote, “Ocean's Twelve disintegrates along with its linearity. Two days after seeing it, I can't even remember how it ended. But I do remember Julia Roberts' endearing whoops of panic.”

Once again Soderbergh keeps the pace brisk and breezy, making the two-hour running time fly by. Like its predecessor, Ocean’s Twelve is beautifully shot with atmospheric lighting and saturated color as evident in the bright yellow that permeates Isabel’s Europol lecture or the green lighting that illuminates the underwater sequence during a heist that Danny and his crew pull off, or the red lighting that dominates the nightclub where Rusty and Isabel meet. Most of the film takes place in Europe and Soderbergh adopts the look of a European film from the 1960’s, which also applies to the eclectically groovy soundtrack from David Holmes that evokes a ‘60s Euro-lounge vibe. The director even described the film’s aesthetic as “the most expensive episode of a ‘60s television show ever.” He and Holmes agreed that the score would be completely different from Ocean’s Eleven in order to complement the different look and feel. Soderbergh is an excellent visual storyteller and this is evident in several scenes that he depicts without any dialogue, instead resorting to music married to visuals that conveys exactly what’s going on. He understands the kind of movie he’s making and doesn’t try to be too cute or wink knowingly at the audience, instead focusing at the task at hand: making a confident, entertaining movie. Granted, Ocean’s Twelve is no Traffic (2000), and it’s not meant to be, but you could do a lot worse with two hours of your time.

Next Week: Ocean's Thirteen

Ocean's Eleven (2001)

“Ocean’s Eleven was my opportunity to make a movie that has no desire except to give you pleasure, where you surrender without embarrassment or regret.” – Steven Soderbergh

Fresh from the one-two success of Erin Brockovich (2000) and Traffic (2000), Steven Soderbergh made a conscious decision to shift gears and make a purely entertaining film for a major studio. He managed to convince movie stars George Clooney (whom he had already worked with on Out of Sight) and Brad Pitt to take major cuts in their multi-million dollar salaries and headline a remake of the Rat Pack heist film Ocean’s Eleven (1960). With Clooney and Pitt on board, Soderbergh was then able to get an impressive cast including the likes of Matt Damon and Julia Roberts (both of whom also agreed to take pay cuts) and avoid having his film come across as nothing more than a vanity project for a bunch of smug movie stars. On the contrary, Ocean’s Eleven (2001) is a slick heist film in the tradition of The Sting (1973) in the sense that you know the outcome (the good guys win) but the fun is in how they get there as Soderbergh utilizes every stylish technique that he has available at his disposal.

Daniel Ocean (George Clooney) has just been released from prison and is eager to return to his high-end criminal enterprises. He sets his sights on Las Vegas with plans to rob three prestigious casinos: the MGM Grand, the Mirage, and the Bellagio, all of which keep their considerable sums of money in an ultra-secure hi-tech vault controlled by Terry Benedict (Andy Garcia) who, incidentally, is currently dating Danny’s ex-wife Tess (Julia Roberts). It’s not going to be easy and so, with the help of his good friend and ace fixer Rusty Ryan (Brad Pitt), they recruit nine experts to help them pull off a near-impossible heist. In addition to the heist, which serves as the main plot, Ted Griffin’s screenplay expertly weaves in a subplot involving Danny attempt to reconnect with Tess.

This film oozes cool right from the opening credits that play over a fantastic shot of the Atlantic City skyline at night accompanied by funky trip-hop type music by Northern Irish disc jockey David Holmes. We meet Rusty wasting his time teaching young movie stars (Holly Marie Combs and Topher Grace among others making fun of themselves) to play cards. We meet him in Hollywood with a cool groove playing over his establishing shot. This sequence is a bit of meta fun as we see Pitt, one of the biggest movie stars on the planet, teaching other movie stars playing a parody of themselves being totally clueless at playing poker only to eventually be hustled by a bemused Danny. Soderbergh even slides in a few sly inside jokes, like Danny asking Topher Grace if it’s hard to make the transition from television to film, which, of course, is exactly what Clooney did. Or, how Grace gets mobbed by autograph hounds while Clooney and Pitt are completely ignored.

One of the best sequences in the film is when Danny and Rusty recruit their crew. The scene where they convince Reuben Tishkoff (Elliott Gould) to bankroll their operation is a wonderful example of how expositional dialogue being delivered in the right way by the right actor can be entertaining and informative as Elliott Gould does a fantastic job of warning Danny and Rusty of just how dangerous Benedict is. From there, each character that Danny and Rusty approach is given their own introduction that briefly and succinctly highlights their unique skill and distinctive personality traits. Linus Caldwell (Matt Damon) is an up-and-coming pickpocket with uncanny dexterity. There’s the Malloy brothers, Virgil (Casey Affleck) and Turk (Scott Caan), two drivers by trade with one of them having an affinity for remote controlled devices and a perchance for bickering and irritating each other, which provides a good source of humor. Livingston Dell (Eddie Jemison) is an electronics expert in the area of surveillance. Basher Tarr (Don Cheadle) is a demolitions expert with Don Cheadle sporting an obviously exaggerated Cockney accent. Yen (Shaobo Qin) is a diminutive top-of-the-line acrobat that can get in and out of any tight space. Finally, there is Saul Bloom (Carl Reiner), a retired flimflam man coaxed back into action by Rusty. Each actor is given at least one scene, often more, to come front and center and do their thing and this is done in a way that doesn’t distract you from the story at hand, which is quite an accomplishment with such a large cast.

David Holmes expertly mixes jazz, funk, soul and hip hop in a way that evokes groovy trip hop or acid jazz but in a retro way that evokes Quincy Jones circa the 1970’s. The often-fat bass lines give certain musical cues a confident swagger. There is also plenty of Hammond organ and vibraphone looped to give a lounge-y kind of vibe at times. Later on in the film, Holmes brings in strings and brass to accentuate the romantic subplot between Danny and Tess. Holmes also incorporates songs, like Elvis Presley’s “A Little Less Conversation” to fantastic effect. This came out of watching the original Ocean’s Eleven as Holmes explained in an interview, "Then I tried to think of ways to identify with what was going on - with it being a contemporary film, how to be original, but set within the heart of Las Vegas. Which is where the Elvis song 'A Little Less Conversation' came about, because obviously Elvis had a really strong affiliation with Las Vegas, and that track has a very contemporary feel."

Steven Soderbergh read Ted Griffin’s screenplay in an afternoon in January 2000. The next day he called producer Jerry Weintraub and told him he wanted to direct the film. What he liked about the script was that it didn’t evoke the original 1960 version but “had this one foot back in the heyday of the studio star-driven movie, like Howard Hawks or George Cukor.” Soderbergh had always been drawn to heist films because, “the conflicts are so clear and dramatic. This seemed to be everything that you want a big Hollywood film to be, on the script level.” He had just made two dramas – Erin Brockovich and Traffic – and wanted to make a fun movie. To prepare for shooting Ocean’s Eleven, he watched Ghostbusters (1984) because he was impressed at “that sort of physical scale [that] feels so tossed-off, with such understated performances and obvious generosity among all the performers.” He also studied films by David Fincher, Steven Spielberg and John McTiernan because they knew how to “orchestrate physical action the way I like to see it.” He looked at how these filmmakers used lens length and height, camera movement and editing, as well as, “how they used their extras, how they structured movements within shots that carried you to the next movement and the next.”

Soderbergh got George Clooney involved and half-jokingly told him, “let’s make it an Irwin Allen movie, where they used to have 10 stars.” Originally, the director considered casting Luke and Owen Wilson, Bruce Willis, and Ralph Fiennes as the villain. Once Clooney was on board, they got the rest of the cast to commit at radically reduced rates, starting with Brad Pitt. However, during filming, the cast stayed in their own 7,000-square-foot villas at the Bellagio. Before shooting, Soderbergh told his cast, “Show up ready to work. If you think you’re just going to walk through this, you’re mistaken. If anybody gets smug, we’re dead.” Soderbergh wanted to shoot in the Bellagio, the MGM Grand and the Mirage – an impossible feat for more mere mortals; however, Weintraub had the connections and the clout to make it happen. The production was allowed to shoot on the floor of the casinos during the day, which nobody is given access to and the casino bosses even shut down entire pits for Soderbergh to shoot in. This allowed the director to design shots that were complicated and large in scale.

Soderbergh wanted the lighting for Ocean’s Eleven to be based in reality and to look like it wasn’t lit at all – not a problem in Las Vegas, a place overloaded with every kind of light imaginable. At times, Soderbergh would add some color to enhance the mood for dramatic purposes in order to put the audience inside the world of the film. He also realized that the locations played a large part in the plot and was interested in showing as much of the environment as possible. One challenge Soderbergh faced was the logistics of filming big dialogue scenes with Danny and his crew in a visually interested way. He had a lot of people in confined spaces and didn’t want these scenes to be boring. So, he attempted to frame shots that clearly established where everyone was while also giving them enough depth and geometry to make the characters interesting to look at.

Ocean’s Eleven received mostly positive reviews from critics clearly charmed by what the film had to offer. Roger Ebert gave it three out of four stars and wrote, “The movie excels in its delivery of dialogue. The screenplay by Ted Griffin is elegantly epigrammatic, with dialogue that sounds like a cross between Noel Coward and a 1940s noir thriller.” The New York Times’ Elvis Mitchell wrote, “Mr. Soderbergh does some of his best work in Ocean's Eleven, working with a ticking suavity he tried to bring to lesser movies like The Underneath. He has a breathtaking amount of technique at his fingertips, aided immensely by the popping freshness of the score by David Holmes, who he worked with successfully on Out of Sight. Mr. Holmes scales his rhythms to the picture's pace, giving the movie a heartbeat.” New York magazine’s Peter Rainer wrote, “Some of its members, such as Clooney and Roberts, epitomize the kind of old Hollywood glamour that would have fit right into the Bogart-Bacall forties. Their attractiveness carries a flagrant sense of sexual entitlement; they know they're sizzling, and they find this knowledge not only exhilarating but funny (and they're sexier for finding it so).” Entertainment Weekly gave the film an “A” rating and Owen Gleiberman wrote, “It wouldn't be wrong to call Ocean's Eleven a trifle, but it's a debonair trifle made with high-wire effrontery, the kind that can't be faked. This giddy and glancing charade is one of the most sheerly pleasurable movies to come out this year, and it cements Soderbergh's status as the reigning artist-entertainer at work in Hollywood today.” Even the Village Voice’s J. Hoberman had nice things to say: “The movie is slick and studiously cool—with plenty of visual flourishes but not too much soul.” However, USA Today only gave the film two-and-a-half stars out of four and Mike Clark wrote, “Despite dashes of droll dialogue from screenwriter Ted Griffin, the remake aims for cool but instead gets chilly. It's not a stretch to call it surprisingly glum.”

In a nice touch, Ocean’s Eleven never waxes nostalgic about the original film but instead is wistful about Las Vegas as it was in the 1960’s when the casinos were still run by the Mob and had yet to be corporatized and Disney-fied. This is reinforced in one of the motivations Danny has of robbing Benedict. It’s not just that he’s dating his ex-wife but Benedict also recently demolished one of the last old school casinos left in Vegas. Unlike Benedict, Danny respects the past and recruits Reuben and Saul, veteran con artists whose heyday was the ‘60s. It’s great to see Soderbergh giving actors like Gould and Reiner screen-time in a major studio film. These guys don’t work nearly enough and their performances in Ocean’s Eleven are a potent reminder of how good they can be if given the right material and the opportunity. Entrusted with only his second major studio film with an A-list budget, Soderbergh effortlessly orchestrates a fun, engaging popcorn movie like an old pro that has been doing this for their entire career.

Next week: Ocean's Twelve