Original: Ocean's 11 (1960)
Director: Steven Soderbergh
Stars: George Clooney, Matt Damon, Brad Pitt, Don Cheadle, Elliot Gould, Casey Affleck, Scott Caan, Eddie Jemison, Carl Reiner, Shaobo Qin, Andy Garcia, Julia Roberts

How do you successfully modernize a film that included Rat Pack members Frank Sinatra, Sammy Davis, Jr, Dean Martin, Peter Lawford, and Joey Bishop without losing any of its effortless "cool"? By casting George Clooney, Brad Pitt, Matt Damon, and Don Cheadle as your leading men, clearly. Oh, and it doesn't hurt to have a director as proficient as award-winner Steven Soderbergh at the helm, a guy who won't be intimidated by all the star power on set and will inject just the right amount of behind-the-camera style to what's already a showy presentation.

Just as in the 1960 original, the plot of Ocean's Eleven is mostly convoluted fluff, with Clooney playing an ex-con leading a merry band of misfits as they carry out an elaborate robbery inside the Las Vegas casino the Bellagio. But Soderbergh's film has a strong magnetic appeal, radiating the sense of fun had by its cast members and oozing with the collective charism of Clooney, Pitt, and Cheadle all at their most comedically sound.