The new Ocean's 11 doesn't suck. There. I said it.

As much as I wanted to hate it, George Clooney and crew turned in a smart, funny re-make of the Rat Pack movie. How can you not like a movie that starts by making fun of parole boards. But I loved the original, too -- and here's why.

As the sleepy Eisenhower administration wound to a close, Peter Lawford purchased an audacious screenplay about a heist crew targetting five separate casinos. It was a plot Sammy Davis Jr. describes as "the 11 of us cats against this one little city," and the cats meander through burlesque shows and hotel masseuses, dropping swankster lines like "Give it to me straight, Doc. Is it the big casino?" or "In my book, bravery rhymes with stupid."

The movie is almost impossibly dated. There's a great scene where the ex-wife of Sinatra's character -- played by Angie Dickinson -- complains that he could never love her as much as he loves danger.

Angie: "We didn't have a home. We had a floating crap game."

Frank: "I married you once, it didn't work out too well. So what's wrong with a little hey-hey?"

She retorts patiently that "You're the only husband in the world who would proposition his own wife." But Sinatra insists that, basically, he's doing it his way.

Which may explain why this film is so intriguing -- it's an artifact of an era gone by. Frank Sinatra pitched the project to Sammy Davis Jr as a chance to "hang out together, find fun with the broads, and have a great time." Sinatra and Dean Martin were such successful singers by this time that they owned part of the Sands hotel in Las Vegas, and were appearing there with Davis, Lawford, and Joey Bishop in historic shows newspapers dubbed a "Rat Pack summit." After conquering Vegas, the hipsters would drink, womanize, and gamble into the night -- then stumbled hung-over into the desert sun for a day of shooting the film. Or not. Frank didn't show up unless he wanted to.

Because, after all, he was Frank Sinatra.

If you buy a book like The Rat Pack: Neon Nights with the Kings of Cool, you'll hear all these stories -- along with coy summations of the Vegas frolicking. ("Nobody got any sleep...") And there's a reason people cling to these stories. In the movie the Rat Pack played former paratroopers who were bored with their quiet American lives after World War II -- which was probably true for much of their audience. As celebrities the Pack had escaped that stifling conformity that must've pervaded the U.S. in the fifties. (When the movie was finally released, a reviewer for the New York Times was horrified audiences had been expected to root for the criminals.) America was a different country 40 years ago -- but the Rat Pack somehow transcended it. "Show me a man without a dream," Sammy sings, "and I'll show you a man who's dead."

And after this peak, it was a long way down. There was a western with the Three Stooges a few years later, and by the 80s they'd been reduced to parts in Cannonball Run (parts I and II.) One of Sinatra's original 11 went on to play Mr. Roper on Three's Company.

But the legend lives on. In October Las Vegas turned to an unreleased song from the Sinatra estate to lure tourists back to the city after September 11. (That "It's Time for You to Spread Your Wings" ad...) And the film's notoriety survives, too. On the internet, they still ponder the mysterious "E-o Eleven" ditty that Sammy Davis Jr. sings, a phrase which also turns up in an early ska tune by Desmond Dekker. ("Generations of ska fans have wondered what in the hell the song was about," one web-logger writes.)

And now there's a new movie with the same title -- though the two films have almost nothing in common, other than that they're both about robbing casinos using an 11-man team. In this new version, the thieves are up against high-tech security systems, so they play it safe and only rob one casino's stronghold. (Although it's holding the loot for three.) To pay homage to the original, the new film-makers even stick Angie Dickinson into one of the scenes. (Ringside at the prize fight.) But on the movie's official site, George Clooney pays homage to the Rat Pack's version, arguing that "Nobody touches Frank and Sammy and Dean, and we won't ever be that cool. But we do have a really great story."

Clooney can also dazzle reporters with a story about the time that he himself crossed paths with the legendary Sinatra. Clooney had launched a crusade to stop paparazzi from selling photos to Hard Copy, and one day he had received a phone call on the set of ER. "George? It's not working," Frank Sinatra had announced out of the blue. "They are still outside my house, and there's a helicopter over my house."

And then he hung up.

I have no interest in arguing about which version of the film is better. I love them both -- but for different reasons. In fact, maybe the last word on this controversy should go to Dean Martin himself. The hard-drinking lounge crooner mumbled an unforgettable hipster koan during a speech in the 1961 version of the movie.

"If you want to try to catch lightning in a bottle go ahead. But don't try and catch yesterday.

"Old times are only good when you've had 'em."

zales@pigdog.org