Both Ocean's 11 (1960) and Ocean's Eleven (2000) are star-studded, Las Vegas casino heist movies that rely more on style than substance.

The first, Ocean's 11, combines two icons of 1960s glitzy imagery—Las Vegas and The Rat Pack. With Frank Sinatra leading Peter Lawford, Joey Bishop, Dean Martin, and Sammy Davis, Jr., the group hopes New Year's Eve will make security operations too busy to notice robberies at four Las Vegas casinos: the Flamingo, the Riviera, the Sands, and the Desert Inn.

Oscar-winning director Lewis Milestone milked the city for its bright lights and glitzy look, but had less control over his cast members, who seem more interested in ambling around with each other than acting. That similarity to the Rat Pack's off-screen image of providing extemporaneous, relaxed fun at their Las Vegas shows worked for audiences of the day, and Oceans 11 remains a quintessential Vegas film.

Updating the film to Ocean's Eleven (2000) meant jettisoning some sexist attitudes and dealing with heightened security issues for casinos whose cash intake grew substantially. Caesars Palace and the Flamingo make cameo appearances in the film's beginning flashback about failed heists, but the film's primary robberies move to newer operations, the Bellagio and MGM Grand. The MGM Grand hosts a heavyweight fight, giving the story an added twist in which an extra $150 million is just lying around, so all bets may be covered during a bout. Like the original Ocean's 11 pack, the remake crew aims at the cash from several casinos; however, this time all that money is in a single location—the Bellagio vault.

Along with the new century's variation of an all-star cast—George Clooney, Brad Pitt, Matt Damon, Julia Roberts, Andy Garcia, and Don Cheadle among them—the project lured its own Oscar-winning director, Steven Soderbergh. While Ocean's Eleven uses real places, key scene locations such as hotel rooms and the Bellagio vault are actually sets. The main suite was shot on stage and blends smoothly with real casino areas on screen. Actual locations work like a filmed postcard of the Bellagio, featuring the casino's Picasso restaurant, the conservatory/botanical gardens, and the reception area with its ceiling decorated with Dale Chihuly's glass sculptures. The Bellagio's outdoor dancing fountains get special play, reprogrammed with choreography for a shot near the end.

Like its predecessor, 2000's Ocean's Eleven puts a lot of money and talent into giving its participants a hoot of a workday—and a good time for audiences, too. Film-goers were ready for more in Ocean's Twelve (2004) and Ocean's Thirteen (2007), which both feature minimal Las Vegas filming.