Steven Soderberghs fast-paced heist classic, Oceans Eleven, is a sophisticated popcorn flick loaded with star power and terrific direction. The film follows career criminal, Danny Ocean (Clooney), as hes released from jail on probation and immediately plots his next high rolling heist scheme by rounding up a diverse crew of talented thieves through his buddy, Rusty (Pitt). The crew assembles a plan to rob the Bellagio Hotel vault and everything must go according to plan. Why It Outshines The Original: Both versions pretty much feature the same plot but the remake's well-written characters steal the show and the chemistry between the actors is a pleasure to watch. The actors are having fun and so are you. The script is a masterpiece in writing as the dialogue, characters, tension, and comedy all sync together and consistently works from beginning to end. The original 1960 rat pack Oceans Eleven (Frank Sinatra, Dean Martin, Sammy Davis Jr.) is decently entertaining. However, it comes across as very campy and the plot is significantly lacking when compared to Soderbergs remake. So basically Soderbergh took a dated rat pack heist film and remade it into a modern day classic and definitely one of the greatest heist films of all time.