Ocean’s 11 is one of those pictures, like Breakfast at Tiffany’s, that’s a time capsule of a bygone era. In fact, Audrey was making the latter while the former continued a long and successful run as the hip and swingin’ hit of 1960. Ocean’s 11 was what Frank Sinatra considered to be “a gas.”

First of all, let’s get this straight: The remake with Clooney doesn’t exist to me; it never has, it never will. I’m sure they one-upped the smugness and self-satisfaction of the original; hell, I’m sure they boosted it to modern-day excess, but it really doesn’t matter because I won’t ever see that particular version or its sequels.

Ocean’s 11, directed by already-a-legend Lewis Milestone and starring Sinatra and his cronies, is a personal picture for me because of my own connection to Las Vegas. As explored in Fireball, Vegas is where Carole Lombard and her 21 companions last walked the earth, departure point of TWA Flight 3, launch point of the rescue, nexus of Gable’s imploding world during his lost weekend of January 1942. As Ocean’s 11 was being shot at the beginning of 1960, the El Rancho Las Vegas still operated. This first attraction in Clark County, the trailblazer, sprawled at the intersection of Rt. 91 (now Las Vegas Boulevard) and Sahara Road, and it was here in the motor court where Gable holed up with his MGM handlers and stared out at Mt. Potosi across the vast brown desert plain. Ma’s up there. Ma can’t be dead. Ma’s gonna walk through that door and yell “Surprise!” and laugh her fool head off because this is her greatest prank ever.

Dutch Girl: Audrey Hepburn and World War II by Robert Matzen

El Rancho Vegas as seen from the air in the 1940s. The casino building at center would burn in June of 1960, but the motor court would continue to operate without a casino through the 1960s. Oh, to be assigned to Gable’s bungalow and feel the ghosts.

That’s my Las Vegas, which still largely existed in 1960. Hell, Gable himself still existed in 1960 as Ocean’s 11 completed production. In 1960 he was baking in the sun farther up north in Nevada making The Misfits, hands serving as sifters for a crumbling Marilyn Monroe. There are other ties between Carole Lombard and Ocean’s 11, namely Cesar Romero. How is it possible that nobody’s done a book on Butch Romero, for God’s sake? Butch escorted Carole to the White Mayfair Ball in January 1936—where on that very night she and Gable began their tempestuous, sex-filled, hijinx-laced relationship that burned like a torch until the moment plane met mountain six years later. Romero was known to starlets of the 1930s as the king of escorts, which you’d think meant he was a playboy, but word had it he was gay and therefore deemed safe for the female population of a Hollywood where every straight man was an octopus and most had the power to make or break a girl’s career. Lombard loved Butch like a brother, and when she deserted him for Gable at the ball, no problem—he knew everybody in the room and the party went on. Romero would blaze a Hollywood picture career that ran all the way from the early 1930s to 1990 when he wrapped up with some Disney live-action programmers before passing on at 86. Playing New York mobster Duke Santos, an observer as five Vegas casinos are hit by Danny Ocean and his gang of ex-paratroopers, Romero was exactly at mid-career. Ahead he couldn’t even imagine three years of steady work as the most visible and garish villain on television—Batman’s arch-enemy, the Joker.

Dutch Girl: Audrey Hepburn and World War II by Robert Matzen

Still a force at age 53, Cesar Romero pauses from a shave to steal Ocean’s 11.

Cesar Romero was an actor’s actor, six-foot-three of pure sophistication. Am I the only one who thinks Romero stole Ocean’s 11 out from under the noses of Sinatra, Dean Martin, Peter Lawford, Sammy Davis Jr., and Joey Bishop? Back when Warner Bros. made Ocean’s 11, the big news, the coup, was signing veteran character actor Akim Tamiroff as the comic relief. Only problem is Tamiroff has stood the test of time about as well as Mickey Rooney in Breakfast at Tiffany’s, with the unfortunate complication that Tamiroff has a lot more screen time. That’s one huge problem because Tamiroff’s performance makes me want to transport back in time just so I can strangle him and save my own viewing experience 60 years in the future.

Another big drawback of Ocean’s 11 for me is that smugness of the Rat Pack and what appears to be ad-libbing in several scenes, each one dragging the narrative to a dead stop. There is so much ad-libbing, in fact, that you go, “What the hell are they talking about?” They’re having too good a time, their egos always nearing the big POP that comes with overinflation. At points like this in Ocean’s 11, or in Breakfast at Tiffany’s when Holly Golightly jumps out of character to sing Moon River on a fire escape, I have to remind myself to relax and just go with the flow.

There’s a third debit with Danny Ocean’s picture, and that’s a representation of four types of women, and four only, populating his world:

1) Superbitch—represented by Patrice Wymore.

2) Pushover—Angie Dickenson as Danny’s estranged but loyal wife.

3) Ditz—Ilka Chase as Peter Lawford’s rich and addled mother.

4) Stripper/harem girl—all the babes who are massaging or ogling the Rat Packers or being ogled by them or merely sashaying through a scene in a tight skirt.

Women are to be seen and condescended to in Danny Ocean’s world, which was fine in the white WASP U.S. society of 1960 and still plays in Donald Trump’s America, but, boy, it’s not a world that any woman I know today in the professional world would sign up to populate.

Dutch Girl: Audrey Hepburn and World War II by Robert Matzen

Directly above the cab of the dump truck, there looms Potosi, the tallest peak in the Vegas area. Where that high stretch forms a  little saddle or V, roughly in its center, Flight 3 hit. In this shot from Ocean’s 11, Sammy Davis Jr., the dark blur at left, lugs duffel bags of cash pilfered from Vegas casinos.

Whenever Ocean’s 11 plays on television, I drop what I’m doing and wait for the panoramic exteriors of Vegas where in the distant background you can see the encircling mountains. I always look for Potosi, the mighty giant that swatted a plane out of the sky. Potosi features a distinctive knob on one end and its best cameo comes toward the climax when Sammy Davis Jr. is rescuing the duffels of looted cash from the dump. There beyond the vast, empty desert basin of old-days Vegas looms Mt. Potosi, bigger than life. I think of the wreckage up there as it must have looked in 1960 before the internet began luring souvenir hunters to the spot. I think of ethereal Carole gazing off in the distance and exclaiming, “Hey, they’re making a picture down there! Look, I can see the trucks and the reflectors and cameras!” I think of the El Rancho Vegas, soon to go up in a Viking pyre. I think of the funeral parlor on nearby Fremont Street where Gable picked out caskets for his wife, mother-in-law, and press agent. For me, Ocean’s 11 is much more than a heist picture; it’s a a set of nesting dolls, an onion of unfolding Vegas chronology, the history of a town and of Lombard, Gable, the Rat Pack, and an author who lived and re-lived a particular weekend in hell.

Dutch Girl: Audrey Hepburn and World War II by Robert Matzen

At the picture’s melancholy conclusion, the men of the heist take a walk in front of the Sands.


  1. I met Romero several times. Once in New Jersey where he was playing a dinner theatre, and the second time, many years later, at Greer g=Garson’s 86th Birthday party at the College of Santa Fe. He was all you said. Handsome, gracious and very bright. Oh, and I knew he was gay, but that was far from obvious.

  2. I enjoyed reading this piece about the original “Oceans Eleven” with a bit of a twist, geared toward Carole Lombard and her final moments in Vegas. I wouldn’t have made that connection without your article, so, thank you! Like you, I couldn’t abide the über-smug remake starring George Clooney, but to give him his due, he did feel a genuine connection to the Rat Pack because his Aunt Rosemary was close friends with them, particularly with Dean Martin. My personal favorite remake of the film is the SCTV version, “Maudlin’s Eleven.” You can catch that one on You Tube.

    Though I’m a devoted fan of Dean Martin, and I like Frank Sinatra too, “Ocean’s Eleven” is not one of my favorite films. It’s fun to watch, but there isn’t much there, there. It was meant to be a lark, a way to hang out together between their Vegas shows, so maybe that’s part of its charm. The boys did improvise a lot, partly because who has time to memorize lines when you’re also putting on a show every night, and because more than two takes was excessive in their book.

    For me, the best part of the movie is Dean Martin, and especially Dean singing “Ain’t That A Kick In the Head.” He, Frank, and Sammy make the movie for me. That and the iconic shot of them at the end with the Sands marquee listing their real names. My husband’s only remark upon seeing the film was how fantastic the Rat Pack’s suits look, so for him, the suits make the film. That and the fact there is a Greek character in the film, Spyros, because my husband is Greek. He had no comments on the acting ability of the guy who played the Greek guy.

    This film was a vanity project for The Rat Pack, a way to hang out together between performances in Las Vegas and have fun. It’s a home movie filled with their inside jokes and the audience is invited to join them. It was like a big pajama party, in which they cast pals like Angie Dickinson, Shirley MacLaine, and Cesar Romero. Speaking of Cesar, while he was by all accounts a great fellow and talented, I grew up watching him as the Joker on “Batman” and for that reason he’s nearly unwatchable for me in any movie. It was a surprise for me to see Patrice Wymore in this film. She was either just widowed or on the cusp of a divorce from Errol Flynn, depending on when this was actually filmed. It was released in August 1960.

    Before you mentioned the cameo role of Mt. Potosi in this film, I wouldn’t have known to look for it. Now I will be sure to see it next time I watch the film, which is generally around the Christmas holidays. The film is an excellent time capsule of a lost period in Vegas history. Of the five casinos in the film, only the shell of the Sahara and (I think) the Flamingo are still there.

    P.S. The closest I got to meeting a member of the Rat Pack was Jerry Lewis.

    1. Thanks for all the great information, Bonnie. For my money, this is a little too much of a vanity project–I wish they had taken it more seriously. But it sure does show these guys in their element, when they were at the top of their game.

      Pat Wymore had had a pretty face earlier on, but years with Flynn sure did harden it into Mt. Rushmore. They split in ’57 and I couldn’t even tell you the last time she saw him before he died–which was right at the front end of production.

      1. My pleasure, Robert! Thank you for indulging me! Regarding Cesar Romero, I didn’t mean to throw shade at him. I like him and he was a talented performer. He and Dean worked together as early as September 1949, when Cesar was a guest on The Martin & Lewis Radio Show. Cesar seems to have been well liked by all, because I’ve yet to read or hear an unkind word about him.

        As for poor Patrice, what she endured with Errol I can only imagine. She did once resemble Errol’s pretty mother, Marelle, as did his second wife, Nora. Pat had to be tough to survive that relationship and raise their child alone, which she did admirably.

        Thank you again, Robert, for another wonderful piece. Always enjoyable!

  3. Thank you Robert .
    I was looking for something new to watch. Have placed Oceans Eleven on hold at the library. Do you know if you can see Mr. Potosi when flying into Vegas from the east?

  4. Robin, from the east, the answer is no. There are some approaches from the west where you fly near Potosi, and you’d think that this would give you a good view of the crash site. From experience I can say that it’s hard from that perspective, flying past in a plane cruising at 350mph, to make sense of all those mountains as they go past. It’s hard enough to be standing still on the ground and find the right stretch of mountains and the saddle in the middle.

    1. Thank you. I have only flown into Vegas one time. That was years ago before I had heard of Mt. Potosi. I think we maybe flew in from the west. We started descending down thru some definite peaks. At the time I thought they were really close.

      1. Yeah, that’s probably the western approach, which is spectacular. You get to see Boulder City, which is where Flight 3 should have landed, and the Hoover Dam. Then come those peaks.

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