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.

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.

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.

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.