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This version of 'Ocean's 11' hardly needed a plot, did it? Just an extended ad for the Rat Pack's Vegas shows and the enormous ego of Frank Sinatra, here strutting his stuff as Danny Ocean, leading his war chums in a plan to rob numerous casinos in one night.

So we get Sinatra, Dean Martin, Sammy Davis, Peter Lawford, and Joey Bishop (did they play characters in this? can anybody remember who?) and a fun romp to the pay off - still getting referenced in films being made today. George Clooney's remake was nowhere near as much fun. There's music in this movie, of course (with that cast you'd be disappointed if not), plus appearances from Angie Dickinson, Shirley MacLaine (uncredited but noticeable), Cesar Romero, and Errol Flynn's widow Patrice Wymore.

This really is a lightweight lark if you're in the mood. Is it a good film? Probably not. Is it good entertainment? Absolutely.

Not the best, But if your a devoted Rat Packer.........It's a fun time and great to see them all in the Vegas of past.. when Vegas WAS VEGAS!! It was still great to see the likes of Donald O'Connor and Red Skelton as the headliners and see the elegant lounges where thery would all perform,up close and personal not for 100-300 feet away. You could walk up to them after a performance and actually chat with them as they left the stage. Everyone was dressed in suits,tuxedos, and formal dresses, wearing furs and everyone smoking. If you remember the the days of no cell phones, using the operator to make long distance calls, no computers, walkmans, cassette and 8 tracks tapes, then this is one movie you should love.

The picture talks about the biggest robbery of all . Spyros Acebos (Akim Tamiroff) pulls off a scheme introducing the plans for a new business venture : simultaneously burgle five casinos in Las Vegas as Sahara , Flamingo , Golden Nugget , Riveira and Desert Inn . He agrees with Danny Ocean (Frank Sinatra) backed by a motley and eclectic gang to execute it , formed by 11 pals ( Dean Martin, Peter Lawford, Sammy Davis, Richard Conte , Norman Fell, Richard Benedict..). The crew back in action , now veterans , after fighting in Second World War at 82nd Airbone division as paratroopers . We wouldn't call it a special group just Danny Ocean and his buddies , the night they blew up all the light , shutting off the electricity in Las Vegas . Millions dollars are taken from the casinos . But the elaborated plan itself goes wrong . They encounter complications when an investigator (Cesar Romero) discovers the tracks . This adaptation achieves one of the greatest entertainments of the history of motion pictures . We never met a band like Ocean's eleven .

From the beginning until the end the comedy and giggles along with moderated action are continuous . Besides , it has got an intelligent script and an extraordinary final surprise . Significant portions of the movie interactions between major characters were ad-libbed . The actors playing the leading roles all knew each other well and improvised dialogue as well as or better than the script . For comic relief in charge of the various relationships among several characters and their numerous jokes . Splendid songs by Dean Martin and Sammy Davis Jr and sensitive ending song by Frank Sinatra . Appears uncredited Shirley McLayne in an agreeable comic performance , Red Skelton and George Raft as invited actors . Superb and stunning musical score by Nelson Riddle (author of Batman TV music). Enjoyable and glossy cinematography by William H. Daniels (Greta Garbo's usual photographer). Director Lewis Milestone's masterpiece of the amusement and entertainment . The movie was remade by a funny and stylish remake with George Clooney and director Steven Soderbergh and several sequels . Rating : Good and nice . Worthwhile watching.

I haven't seen the new remake of this movie yet, but they have some pretty big shoes to fill. Technically Ocean's Eleven may not be a great film, but whatever minor plot shortcomings that exist are made up for in spades by immeasurable style.

I'm not going to explain the plot, as I'm sure that 50 other people already have. It's been a while since I've watched an older movie, so I found the loose-yet-confident chemistry and acting of the brat pack members to be very refreshing. They seemed so natural around each other, which is no surprise considering that they were buddies in real life. Sammy Davis Jr. was his usual charismatic self (why didn't he take off with the money??), Dean Martin seemed to be playing himself, a bit tipsy and sweaty with a drink in one hand and a smoke in the other, as he does in most of his films, and Frank Sinatra was also good as the understated womanizing organizer. However, I thought that Cesar Romero (known for his manic portayal of the Joker in the 60's Batman tv series) really stole the show right out from under the overly confident brat pack...I found his performance to be very commanding and impressive. A nice surprise to see comedian Red Skelton and Norm Fell (Three's Company's Mr. Roper!) in there as well!

A few things hilariously go unexplained, like how they all managed to get casino jobs virtually overnnight, but it hardly seemed to matter. You know this movie is basically just a vehicle for the brat pack, and it's pure entertainment to just watch all these legends hamming it up, especially during the couple of musical interludes where you get to hear Dean Martin and Sammy Davis Jr. croon a few really catchy songs, like E-O Eleven!

At the same time it's also a window into another era, a time of larger than life Hollywood stars. Another thing that really jumped out at me was how unabashedly politically incorrect this movie is, showcasing a dramatically different mentality than what we see in movies today. Ocean's Eleven is a pure guy flick, where all the women are no more than window dressing and are treated as such by the male characters. As dated as the macho attitude of the film may seem nowadays (and even already by late 60's standards), I found it to be a fascinating glimpse into the past when guys were guys and women were umm, dames! As ironic as it is, I found seeing this old movie without the typical modern day contrived politically correct preaching to be very refreshing, and somehow strangely rebellious!

The exception of what rule? The Rule that says (at least as listed in most books) that the original (movie) is better than the remake. Well here comes this movie, to show you, that that isn't the case. A shame then, because the stellar cast (after all you get to see the Rat Pack at work here!) promises so much more, than you actually will get out of it!

Although it seems to be more the fault of the script than the cast, I can assure you that I did watch this movie before I watched the remake (which is crucial, to not be afflicted by the impact of the movie) and it just doesn't sustain the comparison with the remake! That's how I felt!