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by Ben Kenigsberg It's tempting to say that Steven Soderbergh's remake of Ocean's 11 could not possibly have been worse than the original, but it could have been. The ...

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by Ben Kenigsberg

It's tempting to say that Steven Soderbergh's remake of

Ocean's 11

could not possibly have been worse than the original, but it could have been. The Rat Pack sorta-classic is actually a semi-nifty heist thriller, marred chiefly by the self-awareness of the Rat Pack. Frank, Dean, Sammy et al. walk through the movie like they're just too darn cool to be actors.

Vanity, showy celebrity cameos (look, it's Red Skelton!), the ease with which the Pack pulls off the heist, and the fact that the actors keep bursting into song prevent the original

Ocean's 11

from being as good as it could be. But it's still a reasonably enjoyable movie.

Soderbergh's remake risks making the same mistakes as its predecessor. Its cast is a virtual modern Rat Pack of A-list Hollywood actors, who, under less deft direction, might look ridiculous in such potentially silly material. The new film has celebrity cameos (look, it's Joshua Jackson!). And sometimes, you worry that the gang will pull the job off with too much ease.

But no. The original

Ocean's 11

wanted nothing more than to be cool. Soderbergh's movie wants the same, but the difference is that the new movie takes its story seriously.

Soderbergh has updated the material to suit our modern idea of cool. "Cool" is having sangfroid under pressure. It's being able to crack a joke in the heat of the moment. It's being George Clooney, and Brad Pitt, and Julia Roberts -- all of whom give some of their best performances. Let's face it: all of the appeal of the original came from the cast -- if you were a Rat Pack fan, at any rate -- and the new cast is even more appealing.

Add to the performances a script that's as surprising as it is funny by Ted Griffin (


), and you've got one of the most perfectly executed formula films of the year.

Soderbergh is a poster boy for why Hollywood hasn't completely gone to hell. In two years, he will have released four movies. (His fourth,

Full Frontal

, reportedly a sort-of sequel to his fascinating debut film,

sex, lies and videotape

, is scheduled to come out in March.) Two of them were wildly successful Best Picture nominees --

Erin Brockovich

, which was pretty good, and


, the best film of 2000. I'm still waiting for more people to see his 1993 masterpiece

King of the Hill

, but hell, almost all of his films have something to commend them.

Clooney plays Danny Ocean, a master thief who's just been released from prison. He plans to rob three Vegas casinos in one night, with the help of Rusty (Brad Pitt), an old friend; Saul (Carl Reiner, especially good), a pro con man who does a great German accent; Linus (Matt Damon), a rookie who's been vouched for; Roscoe (Don Cheadle), an electronics wizard; Frank (Bernie Mac), a card dealer; Ruben (Elliott Gould, very funny), who's putting up the money; Virgil and Turk (Scott Caan and Casey Affleck), remote-control car experts; Yen (Shaobo Qin), an acrobat; and Livingston (Edward Jemison), a surveillance maven. In the course of the robbery, Danny plans to win back his ex-wife, Tess (Roberts), who's dating the owner of the three casinos, Terry Benedict (an especially icy Andy Garcia). If Benedict catches them after the robbery, as one character puts it, he'll go after their livelihood and the livelihood of everyone they know.

Part of the beauty of

Ocean's 11

is seeing how confidently Soderbergh directs each scene. He shows us large bits of the robbery -- at least the segments on the casino floor -- in single shots. A particularly good shot pans from Linus, who's conning Terry, to Danny, to Tess, back to Danny, and then to Terry's thugs, who are chasing Danny. This is the second movie in a row that Soderbergh has photographed himself, under the pseudonym Peter Andrews, and it's damn impressive.

The film infuses every scene with the right amounts of suspense and humor. A masterful, hilarious, Scorseseish sequence shows us the three most successful Vegas casino robberies ever until now -- which are pretty unsuccessful. An early great scene shows Topher Grace and Joshua Jackson (playing themselves) playing poker against Clooney; when Clooney thinks he's got them, Rusty goes ahead and tells them what to bet. The way Soderbergh literally and figuratively ups the ante in the scene is marvelous.

There's a certain charm in the dialogue, too. In the first scene of the film, when asked by parole officers why he got caught after his last confidence scheme, Danny quips, "My wife left me. I fell into a self-destructive pattern."

"Saul, are you sure you're ready to do this?" Danny asks.

"If you ever ask me that question again, Daniel, you will not wake up the following morning," Saul replies.

One of the problems with the original

Ocean's 11

is that the gang's plan is too simple. Even in 1960, it couldn't have been that easy to rob a Vegas casino. The new

Ocean's 11

gives us plenty of a heist movie's most important assets -- planning scenes. The more you know about what the gang has to do, the more fun you have watching them do it.

It's been a year of good heist movies, beginning with the overrated

Sexy Beast

, followed by

The Score

, then


, and now

Ocean's 11

. They saved the best for last.

Too often, filmmakers use untimely death as plot device either to set a film in motion or to bring it to a swift resolution. But

In the Bedroom

, the remarkable first feature film directed by actor Todd Field (

Eyes Wide Shut

), wants to explore the emotional toll that a death takes -- the void it leaves in the lives of others.

It's the best film about loss and grief since

The Sweet Hereafter


Ruth and Matt Fowler (Sissy Spacek and Tom Wilkinson) lead relatively normal lives in small-town Maine. He's a doctor; she conducts a choir. Their only son, Frank (Nick Stahl, of


) is applying to architecture school, but he's currently perfectly satisfied trapping lobsters, just like his grandfather. Frank is having an affair with an older, not-quite-divorced woman, Natalie (Marisa Tomei). He loves her, and he loves her children. Frank is a better father to them, actually, than their real father, Richard (William Mapother), who abused Natalie and never managed to be there for his kids, even though, and the movie makes this clear, he cares about his children.

We can sense Frank's boyish insecurity, his affection and kindheartedness, and his ambivalence about his future career. Sure, he's talented enough -- and knowledgeable enough -- to be an architect, but he likes fishing. It's suggested that Matt, who gave up a fishing career for an Ivy League education, might prefer fishing to medicine. Matt comes down to the docks every day during his lunch hour to see Frank. Why? "I like spending time with my son," he says, a reason so honest that most films would replace it with something ostensibly more dramatic.

A due treatment of the film requires revealing certain surprises. I hate to do this, but if you don't know much about the film, clip this review and read it after you've seen it. And see it you must.

Jealous about Natalie, Richard murders Frank, but then goes free by paying bail.

Most of the film is about life after Frank's death -- particularly about Ruth and Matt's coping process. We sense their anger, their resentment, their desire to lash out, and their desire for revenge, however irrational it may be.

But the loss isn't purely theirs. In an almost deep-focus shot during Frank's funeral, we see Natalie standing in the background. Natalie is not merely the impetus for the murder. Since the movie gives every character due screen time, we soon learn that she's devastated by the loss as well. She also feels responsible.

Ruth and Matt are the meat of the film. Field traces their mourning process with fly-on-the-wall realism worthy of Ingmar Bergman at his most unsparing. The film is filled with remarkable scenes of wordless acting. During Frank's funeral, for instance, we watch Matt enter Frank's room. Matt notices Frank's clothes, placed on the bed as if he's about to use them. Matt ponders over Frank's pillow, which still has a bit of an impression in it. And Matt admires his son's architectural blueprints, which hang on the walls. Wilkinson's face tightens with pain. He squeezes out a particularly heavy tear.

If the film has a master shot -- a shot that sums up all its themes -- it's the shot of the indented pillow. It epitomizes the sudden emptiness that Ruth and Matt feel in their lives. One minute Frank was there, and now he's gone.

Ruth, who was less thrilled about Natalie than Matt in the first place, is less reserved than he is in her mourning. In a beautiful, heartbreaking shot, we see Ruth watching late-night television. The TV and Ruth's cigarette provide the main light in the scene; they cast an eerie glow on her pallid face.

Ruth keeps seeing Richard in town. She thinks that he has smiled at her, mocking her, but we're not so sure. Because of a technicality, it seems Richard will probably get away with a manslaughter charge. She can't bear to see him. She doesn't realize that he can't bear to see her.

In the Bedroom

is filled with the kind of verbal slip-ups that people talking to Ruth and Matt would naturally make. Ruth's friend, forgetting what exactly she's implying, tells Ruth about her wonderful vacation in Disney World with her grandchildren. Matt's friends can't even bring themselves to talk around the poker table anymore -- it's weird not having Frank there.

But the most starkly realistic scene -- for which Wilkinson and Spacek deserve two Oscars apiece -- shows Ruth and Matt fighting, trying to dispel their guilt and trying to shift blame for the murder. They both know better, but they both need catharsis, and the easiest way to find it is to chastise each other.

It's easily the best-acted scene in years. Field, himself a fine actor, clearly knows how to direct his own. There's not a flawed performance in the film. The endlessly intelligent script that Field wrote with Rob Festinger, from a story by Andre Dubus, gives the performers much to work with. There isn't a line of dialogue in the film that couldn't be spoken in real life.

In the Bedroom

is beautifully photographed by Antonio Calvache, who makes especially good use of reflections in windows to suggest voyeurism. Many of the unbroken shots in the film are just breathtaking.

In the Bedroom

, which derives its title both from the scene with Matt in Frank's bedroom and from some lobster-trapping term, is perfectly named: it's all about looking into a house while its occupants try simply to look out.

No Man's Land

, a dark comedy about a Bosnian and a Serb trapped in a trench between the front lines, is one of the most tense films of the year. It shows us how the situation in former Yugoslavia is tangled on many levels; it's not just an ethnic war, but a conflict between the media and the UN, the soldiers and the peacekeepers, and, most basically, the men on either side. Bosnian director Danis Tanovic, who made documentaries about the war, brings a personal feeling to the material that good films like Michael Winterbottom's

Welcome to Sarajevo