Favorite Films Set in the 1940s

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Below is a list of my favorite movies (so far) that are set in the 1940s:

FAVORITE FILMS SET IN THE 1940s

1-Inglourious Basterds-a

1. “Inglourious Basterds” (2009) – Quentin Tarantino wrote and directed this Oscar nominated alternate history tale about two simultaneous plots to assassinate the Nazi High Command at a film premiere in German-occupied Paris. The movie starred Brad Pitt, Melanie Laurent and Oscar winner Christoph Waltz.

2-Captain America the First Avenger

2. “Captain America: The First Avenger” (2011) – Chris Evans made his first appearance in this exciting Marvel Cinematic Universe installment as the World War II comic book hero, Steve Rogers aka Captain America, who battles the Nazi-origin terrorist organization, HYDRA. Joe Johnston directed.

kinopoisk.ru-Devil-in-a-Blue-Dress-1807368

3. “Devil in a Blue Dress” (1995) – Denzel Washington starred in this excellent adaptation of Walter Mosley’s 1990 novel about a laid off factory worker who becomes a private detective, after he is hired to find a missing woman with connection to a local politician in post-World War II Los Angeles. Directed by Carl Franklin, the movie co-starred Don Cheadle, Jennifer Beals and Tom Siezmore.

3-Bedknobs and Broomsticks

4. “Bedknobs and Broomsticks” (1971) – Angela Landsbury and David Tomilinson starred in this excellent Disney adaptation of Mary Norton’s series of children’s stories about three English children, evacuated to the countryside during the Blitz, who are taken in by a woman studying to become a witch in order to help the Allies fight the Nazis. Robert Stevenson directed.

4-The Public Eye

5. “The Public Eye” (1992) – Joe Pesci starred in this interesting neo-noir tale about a New York City photojournalist (shuttlebug) who stumbles across an illegal gas rationing scandal involving the mob, a Federal government official during the early years of World War II. Barbara Hershey and Stanley Tucci co-starred.

5-A Murder Is Announced

6. “A Murder Is Announced” (1985) – Joan Hickson starred in this 1985 adaptation of Agatha Christie’s 1950 novel about Miss Jane Marple’s investigation of a series of murders in an English village that began with a newspaper notice advertising a “murder party”. Directed by David Giles, the movie co-starred John Castle.

6-Hope and Glory

7. “Hope and Glory” (1987) – John Boorman wrote and directed this fictionalized account of his childhood during the early years of World War II in England. Sarah Miles, David Hayman and Sebastian Rice-Edwards starred.

7-The Godfather

8. “The Godfather” (1972) – Francis Ford Coppola co-wrote and directed this Oscar winning adaptation of Mario Puzo’s 1969 novel about the fictional leaders of a crime family in post-World War II New York City. Oscar winner Marlon Brando and Oscar nominee Al Pacino starred.

8-Valkyrie

9. “Valkyrie” (2008) – Bryan Singer directed this acclaimed account of the plot to assassinate Adolf Hitler in July 1944. Tom Cruise, Bill Nighy and Tom Wilkinson starred.

9-The Black Dahlia

10. “The Black Dahlia” (2006) – Brian DePalma directed this entertaining adaptation of James Ellroy’s 1987 novel about the investigation of the infamous Black Dahlia case in 1947 Los Angeles. Josh Harnett, Scarlett Johansson, Aaron Eckhart and Hilary Swank starred.

10-Stalag 17

Honorable Mention: “Stalag 17” (1953) – Billy Wilder directed and co-wrote this well done adaptation of the 1951 Broadway play about a group of U.S. airmen in a prisoner-of-war camp in Germany, who begin to suspect that one of them might be an informant for the Nazis. Oscar winner William Holden starred.

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“THE CAT’S MEOW” (2001) Review

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“THE CAT’S MEOW” (2001) Review

There have been many accounts of the infamous November 1924 cruise held aboard William Randolph Hearst’s yacht, in honor of Hollywood producer Thomas H. Ince’s birthday. But the biggest . . . and probably the most fictionalized account was featured in “THE CAT’S MEOW”, Peter Bogdanovich’s adaptation of screenwriter Steven Peros’ stage play. 

The movie takes place aboard Hearst’s yacht on a weekend cruise celebrating Ince’s 42nd birthday. Among those in attendance include Hearst’s longtime companion and film actress Marion Davies, fellow actor Charlie Chaplin, writer Elinor Glyn, columnist Louella Parsons, and actress Margaret Livingston. Many of the guests harbor agendas that revolve around Hearst and Davies. Chaplin, who has become infatuated with the actress, sees the weekend cruise as a chance to declare his feelings for her . . . and convince Davies to end her relationship with the publisher. Parsons sees the cruise as a chance to develop a stronger professional relationship with her boss, Hearst, and relocate from the East Coast to Hollywood. Faced with a bad financial situation and accompanied by his mistress Margaret Livingston, Ince hopes to convince Hearst to allow him to become a partner in the publisher’s Cosmopolitan Pictures. Hearst suspects that Davies and Chaplin are engaged in an affair and has great difficulty in battling his jealousy. Thanks to this jealousy, a violent death ends the cruise, which becomes a subject of Hollywood legend.

After watching “THE CAT’S MEOW”, I realized that after so many years of documentaries and somewhat mediocre films, Peter Bogdanovich had maintained his touch as a first-rate director. At least back in 2000-2001. “THE CAT’S MEOW” struck me as a first-rate character study of a good number of film and publishing luminaries in the world of 1920s Hollywood. What I found interesting is that aside from one or two characters, most of them are not what I would call particularly sympathetic. Well, superficially, hardly any of them are sympathetic – including the very likable Marion Davies, who was not only Hearst’s official mistress, but who was doing a piss-poor job of hiding her attraction for Charlie Chaplin. But despite the lack of superficial charm, the movie managed to reveal the demons and desires of each major character. And thanks to Steven Peros’ screenplay and Bogdanovich’s direction, characters like Hearst, Davies, Chaplin and Ince rose above their superficial venality and ambiguity to be revealed as interesting and complex characters. The most interesting aspect of “THE CAT’S MEOW” was that many of the characters’ agendas either succeeded or failed, due to the romantic drama that surrounded Hearst, Davies and Chaplin.

For costume drama fans such as myself, “THE CAT’S MEOW” offered a tantalizing look into the world of Old Hollywood in the 1920s. Bogdanovich made a wise choice in hiring Jean-Vincent Puzos to serve as the movie’s production designer. In fact, I was so impressed by his re-creation of November 1924 that I felt rather disappointed that his efforts never received an Academy Award nomination. Puzos’ work was aided by the art direction team led by ChristianEisele and Daniele Drobny’s set decorations. But the second biggest contributor to the movie’s 1920s look were the gorgeous costumes designed by Caroline de Vivaise. I was extremely impressed by how the costumes closely adhered to the fashions worn during that particular decade. But de Vivaise did something special by designing all of the costumes in black and white – as some kind of homage to the photography used during that period in Hollywood. And if anyone is wondering whether de Vivaise won any awards or nominations for her work . . . she did not. What a travesty.

Bogdanovich gathered an impressive cast for his movie. “THE CAT’S MEOW” featured first-rate performances from the likes of Claudie Blakley and Chiara Schoras as a pair of fun-loving actresses that embodied the spirit of the 1920s flappers; Claudia Harrison as Ince’s frustrated mistress, actress Margaret Livingston; Ronan Vibert as one of Hearst’s minions, the stoic Joseph Willicombe; and Victor Slezak as Ince’s sardonic and witty colleague, George Thomas. But the more interesting performances came from Jennifer Tilly, who gave a delicious performance as the toadying and opportunistic columnist, Louella Parsons; Joanna Lumley as the wise and occasionally self-important novelist Elinor Glyn; and especially Eddie Izzard, who was surprisingly subtle and witty as the wise-cracking, yet passionate Charlie Chaplin.

But in my opinion, the three best performances in “THE CAT’S MEOW” came from Edward Herrmann, Cary Elwes and Kirsten Dunst.  The latter was the only member of the cast to earn an award (Best Actress at the Mar del Plata Film Festival) for her performance as Hollywood starlet and W.R. Hearst’s mistress, Marion Davies. What made Dunst’s performance so remarkable was that she was the only one – as far as I know – who portrayed the actress as a complex and intelligent personality, instead of the one-note stereotype that director Orson Welles had introduced in his 1941 movie, “CITIZEN KANE”. I suppose one could credit screenwriter Steven Peros for writing a more realistic portrayal of Davies’ true nature. But it would have never worked without Dunst’s performance. Cary Elwes gave – in my opinion – the best performance of his career so far as the harried and ambitious movie producer, Thomas Ince. What made Elwes’ performance so impressive was the subtle manner in which he conveyed Ince’s desperation to save his career as a Hollywood producer through any means possible. But for me, the best performance came from Edward Herrmann as the wealthy and controlling William R. Hearst. Herrmann did a superb job in conveying some of the worst aspects of Hearst’s nature – sense of privilege, arrogance, his bullying and bad temper. Yet, Herrmann also managed to convey Hearst’s desperate love for Davies and vulnerabilities through the more unpleasant mask. It was a remarkable performance that failed to garner any real recognition. And this is more of a travesty to me than the lack of awards for production design or costumes.

I tried to recall anything about the movie that left a negative mark within me and could only come up with one or two matters. The movie seemed to be in danger of slowing down to a crawl, following the tragic shooting that followed Ince’s birthday party. I wonder if Bogdanovitch had tried too hard to reveal the details that led to the cover up of the incident. However, one particular scene really annoyed me to no end. It was the scene that featured Elinor Glyn’s theory about the “California Curse”:

“The California Curse strikes you like a disease the Minute you set foot into California..so pay close attention, my dear. You See this place you’ve arrived in, the place we call home…isn’t a place at all. But a living creature. Or more precisely an evil wizard like in the old stories. And we all live on him like fleas on the belly of a mutt. But unlike the helpless dog, this wizard is able to banish the true personalities of those he bewitches. Forcing them against their will to carry out his command, to forget the land of their birth, the purpose of their journey, and what ever principals they once held dear. The Curse is taking hold of you if you experience the following: You see yourself as the most important person in any room. You accept money as the strongest force in nature. And finally your morality vanashes without a trace.”

As far as I am concerned, Elinor Glyn was full of shit. She could have easily described any individual who forgets his or her principles, no matter where that person resided. And according to Ms. Glyn, the curse has three symptoms – seeing yourself as the focus of all conversations, using money as the most important measure of success, and the disappearance of all traces of morality. Why she seemed to believe that such a mindset only existed in Calfornia . . . or better yet, Hollywood, is beyond me. Anyone with too much ambition could acquire this curse in many other places in the world. Peros and Bogdanovich’s decision to include this crap in the movie damn near came close to ruining my enjoyment of the movie.

But in the end, I managed to overcome my annoyance of the so-called “California Curse”. Why? Because “THE CAT’S MEOW” remained a first-rate and entertaining movie about Old Hollywood that impresses me, even after ten years.“Hooray for Hollywood!”.

“VALKYRIE” (2008) Review

“VALKYRIE” (2008) Review

When I had first learned that ”VALKYRIE”, a movie about the final assassination attempt upon Adolf Hitler, would be released on Christmas Day . . . I was surprised. Honestly. And my response had nothing to do any opinion I have about the film. Let me explain.

One has to understand that ”VALKYRIE” had gone through a great deal of turmoil to get made. Whatever problems the movie’s production had encountered, its biggest obstacle turned out to be the casting of Tom Cruise in the lead role of Lieutenant Colonel Claus von Stauffenberg, the architect of this last assassination attempt that occurred on July 20, 1944. Many German politicians protested against the idea of a practicing Scientologist like Cruise portraying someone who has become regarded as a hero for his opposition against Hitler. Even members of von Stauffenberg’s family joined in the protest. The filmmakers of ”VALKYRIE” initially had difficulty setting up filming locations in Germany due to the controversy, but they were later given leeway to film in locations pertaining to the film’s story, such as Berlin’s historic Bendlerblock. Also, Cruise’s popularity with the American public had sunk over the past several years. Considering that many of the negative comments about the actor seemed to have stemmed from his Scientology beliefs, it seemed to me that religious bigotry had played a large role in the hard feelings against him.

Early in 2008, MGM/United Artists had released trailers of ”VALKYRIE”. Personally, I found them impressive and was happy to learn that the movie was scheduled for a June 2008 theater release. But due to the poor response to the trailers and MGM/United Artists’s initial marketing campaign, the studio executives moved the movie’s release date from June 2008 to February 2009. I was also surprised to learn that ”VALKYRIE” had another black mark against it – namely director Bryan Singer. He had built a reputation as a first-rate director with movies such as ”THE USUAL SUSPECTS” and the first two films from the ”X-MEN” franchise. Unfortunately, his reputation hit a snag when the release of the over-budgeted ”SUPERMAN RETURNS” failed to impress the critics and make a profit for the studio that released it. I figured that MGM/United Artists was simply going to allow ”VALKYRIE” languish in the theaters during the off season following Christmas, never to be heard of until its DVD release. Thankfully, MGM/United Artists proved me wrong. A few months ago, the studio executives announced that ”VALKYRIE” would be released on Christmas Day for the movies holiday season. When the film was finally released, I rushed out to see it as soon as I possibly could.

As I had earlier stated, ”VALKYRIE” told the story of the July 20, 1944 plot by German army officers to assassinate Adolf Hitler. Ever since the years before World War II, there had been a growing number of dissidents that viewed Hitler as the wrong man to be Germany’s leader. This opposition – which included German officers like Ludwig Beck, Henning von Tresckow and Claus von Stauffenberg – led to a series of assassination attempts on Hitler, including one plotted by von Tresckow in March 1943. By September 1943, one of the dissidents, General Friedrich Olbricht, recruited Lieutenant-Colonel von Stauffenberg into their ranks. It was his plan – code name”Valkyrie” – that led to the last attempt to kill Adolf Hitler on July 20, 1944. Directed by Bryan Singer, the movie stars Tom Cruise as Claus von Stauffenberg. The cast also includes Bill Nighy, Terence Stamp, Kenneth Branagh, Jamie Parker, Eddie Izzard, Christian Berkel, David Schofield, Kevin McNally, Thomas Kretschmann and Tom Wilkinson. Christopher McQuarrie and Nathan Alexander wrote the screenplay.

I might as well get around to it and reveal my opinion of ”VALKYRIE”. In a nutshell . . . I loved it. Which surprised me a great deal. I had expected to like ”VALKYRIE”, considering the cast, the director and the subject matter. Or at least find it interesting. I had no idea that I would end up experiencing a gauntlet of emotions while watching it. Mere curiosity was the only emotion I had felt, while the movie introduced the main characters and revealed the incidents that led to von Stauffenberg’s decision to join the conspiracy against Hitler. By the time the movie focused upon the assassination attempt and the coup against the S.S., I felt myself growing tense with anxiety and anticipation. By the time the conspirators’ plot began to unravel, the tension I felt had been replaced by dread. And when von Stauffenberg and his co-conspirators were being captured and executed, I watched the scenes unfold with tears in my eyes. Curious, especially since I knew how the story would end.

The excellent performances by the cast turned out to be one of the reasons why ”VALKYRIE”struck such an emotional chord within me. This is also one of the reasons why I like Bryan Singer as a director. He knows how to utilize his cast – whether each performer has a major role or not. And Singer made the best of what proved to be a first-rate cast. I could go into details about every actor or actress in the cast, but I must admit that a handful managed to catch my attention. One member of the cast turned out to be Thomas Kretschmann, who portrayed Major Otto Ernst Remer, head of a Reserve Army battalion. The actor’s sardonic portrayal of Remer amused me to no end. Tom Wilkinson gave a top-notch performance as General Friedrich Fromm, head of Germany’s Reserve Army in Berlin. Wilkinson did an excellent job of portraying the treacherous general with a slight touch of sympathy. Another actor that caught my attention was Jamie Parker. He portrayed Lieutenant Werner von Haeften, an adjutant to von Stauffenberg who helped the latter carry out the plot. Parker did a great job in portraying von Haeften’s intense loyalty to von Stauffenberg. In fact, he and Cruise managed to create a strong screen chemistry together. Terence Stamp was excellent as the reserved, yet strong-willed Ludwig Beck, a former Army general whose opposition against Hitler began in the late 1930s and served as the conspirators’ figurehead. Bill Nighy portrayed General Friedrich Olbricht, Chief of the Armed Forces Replacement Office (Wehrersatzamt) at the Oberkommando der Wehrmacht and the original architect of the plan, Operation Valkyrie. It was Olbricht who recruited von Stauffenberg into the conspiracy. For the past five to six years, I have always regarded Nighy as some kind of chameleon. And with his performance, he did an excellent job of revealing at both the vacillating and stalwart sides of Olbricht’s nature.

But the true focus of ”VALKYRIE” was Claus von Stauffenberg and it was Tom Cruise’s job to make this man believable to the audience. Some critics have complained that Cruise had failed to capture the essence of von Stauffenberg’s character as an aristocrat. Many of them blamed this on the actor’s American accent. Personally, I find this criticism to be a load of crap. After all, the 1988 version of b>”DANGEROUS LIAISONS”</b> featured American actors portraying French aristocrats . . . with American accents. And I do not recall any complaints about their performances. I especially find the criticisms against Cruise ludicrous, considering that most of the cast featured British actors – using accents from all over the British Isles. What was my view of Cruise’s performance as Claus von Stauffenberg? I thought he was excellent. His portrayal of the German Army officer was that of a hero – and a very stalwart one at that. On the other hand, Cruise also did a first-rate job of capturing von Stauffenberg’s arrogance – a trait that was probably a by-product of his aristocratic background. This trait also managed to get the officer into a great deal of trouble even before his participation in the assassination attempt. But . . . most of the critics were too busy being distracted by Cruise’s American accent, while paying scant attention to the British accents of many of the other actors. Go figure.

Anyone familiar with Claus von Stauffenberg or the July 20, 1944 plot to kill Adolf Hitler would have known the outcome of the movie’s story. I certainly did. But despite my knowledge of the outcome, I found myself being caught up in the suspense of the story, thanks to Bryan Singer’s direction and the screenplay written by Christopher MacQuarrie and Nathan Alexander. I had assumed that most of the story would center on the conspirators’ plotting and set up of the assassination attempt. I had no idea there was more to the story surrounding the incident – namely the coup perpetrated by von Stauffenberg and his co-conspirators against Hitler and the S.S. Nor did I have any idea that knowing how the story would end, I would find myself rooting . . . hoping that the conspirators would succeed in their plans. Or escape Hitler’s wrath. The only hiccup in the movie – at least for me – was the introduction of Major General Erich Fellgiebel (Eddie Izzard) into the story. I found it confusing. Was he already part of the conspiracy when von Stauffenberg first approached? Or what? For me, it was only misstep in an otherwise superb script.

With a first-rate cast led by Tom Cruise, along with Christopher MacQuarrie and Nathan Alexander’s script, Bryan Singer directed an exciting and suspenseful tale that managed to tap into a great deal of emotions for me. From my personal view, I believe that ”VALKYRIE” was one of the better movies of 2008.

“THE CHRONICLES OF NARNIA: PRINCE CASPIAN” (2008) Review

”THE CHRONICLES OF NARNIA: PRINCE CASPIAN” (2008) Review

I must admit that it took me quite a while to write a review of the latest cinematic installment of ”THE CHRONICLES OF NARNIA” saga. This second installment, ”PRINCE CAPSIAN”, tells the story of four Pevensie children’s return to Narnia to aid Prince Caspian (Ben Barnes) in his struggle for the throne against his corrupt uncle King Miraz (Sergio Castellitto). I tried to think of something different about this chapter in compare to the first – ”THE LION, THE WITCH AND THE WARDROBE”. But it occurred to me that my reaction to this movie seemed more or less the same as the 2005 release. 

And what does that say about my feelings about ”PRINCE CASPIAN”? Honestly, I thought it was a solid and entertaining film that both children and adult fans of C.S. Lewis’ saga might enjoy. That is all I can really say. There was nothing really unique about it. Like many other adaptations of literary works, ”PRINCE CASPIAN” did not faithfully follow its literary counterpart. Considering that I have never read any of Lewis’ works, I was not particularly disturbed by this. The only reason I am aware of any differences between the literary and cinematic versions, is the Internet.

Like the previous movie, the cast is pretty solid. The actors who portrayed the Pevensie children returned for this sequel. Due to the rapid aging of children in general, work on the script began before ”THE LION, THE WITCH AND THE WARDROBE” was released, so filming could begin before the actors grew too old for their parts. William Moseley (Peter), Anna Popplewell (Susan), Skandar Keynes (Edmund) and Georgie Henley (Lucy) all gave solid, yet slightly uninspiring performances as the four siblings. Whereas Keynes got the chance to show Edmund at his peevish worst in the previous film, Moseley portrayed a slightly darker side of oldest brother Peter, whose dissatisfaction with being back in England had produced boorish personality. Perhaps I should rephrase that. Peter’s boorishness, which had been hinted through his handling of Edmund in the first film, was allowed to flourish in this film. It took a military failure against the main villain to give him a boot in the ass to improve his personality. On the other hand, Edmund seemed remarkably changed for the better in this film. One critic had described him as being the film’s ”Han Solo”. I would agree, except Edmund came off as more mature and intelligent than Han Solo. Anna Popplewell had convinced producer Douglas Gresham to allow Susan to appear in the movie’s major battles, because she feared the character came off as too passive in Lewis’ novel. Many fans of the novel were appalled by this. Not being a literary fan of the saga, it did not bother me at all. At least it gave her something to do. Of all the Pevensie siblings, Georgie Henley’s Lucy seemed to have changed the least. Although she seemed less tolerant of Peter’s boorishness than she was of Edmund’s darker side in the first film.

British actor Ben Barnes portrayed the title role of Prince Caspian of Telmarine with as much solid competence as the four actors who portrayed the Pevensies. Perhaps he seemed a little more competent than his younger co-stars in acting skills, but I could not sense anything remarkable about his performance. Portraying Caspian’s evil uncle and the Telmarine’s false ruler, King Miraz, was actor Sergio Castellitto. He made a very effective villain, but lacked Tilda Swanton’s memorable portrayal as the White Witch. Who, by the way, briefly returned to bring a much-needed spark in the middle of the story. If I must be honest, her brief appearance was probably the best scene in the film. But not even Swinton’s spectacular appearance could not overshadow what I feel was the best performance in the movie – namely that of Peter Dinklage as Trumpkin, a cynical red dwarf. I really enjoyed his sharp and caustic take on the dwarf, who is skeptic of the idea of Aslan and magic.

As much as I enjoyed ”PRINCE CASPIAN”, I must admit that I found it no more remarkable than the first. Also, I found it difficult to maintain interest in the film’s first half, as it switched back and forth between Caspian’s flight from his murderous uncle and the Pevensies’ arrival in Narnia. Director Andrew Adamson seemed to lack George Lucas and Peter Jackson’s talent for seemless transition between multiple storylines within one film. But once the Pevensies and Caspian finally met, the movie seemed to discover its pace as it flowed toward the heroes’ ill-fated attempt to attack upon Miraz and the final showdown. There were two scenes that gave me a sense of déjà vu – namely the attacks of the trees and the river god upon the Telmarine army. It seemed as if either Adamson or Lewis had a Tolkien moment. The attack of the trees especially reminded me of the Ents’ attack upon Isengard in”LORD OF THE RINGS: THE TWO TOWERS”.

”PRINCE CASPIAN” was not the greatest movie I have seen during the summer of 2008. Nor was there anything unique about it. But if one can overcome the fact that it was not an exact adaptation of C.S. Lewis’ novel, anyone might find the movie quite entertaining to watch. I heartily recommend it.

“OCEAN’S THIRTEEN” (2007) Review

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“OCEAN’S THIRTEEN” (2007) Review

After the rather disappointing 2004’s ”Ocean’s Twelve”, I really did not expect to even like this third entry into what became a trilogy. I more than liked ”Ocean’s Thirteen”. I thoroughly enjoyed it. Not only was it better than the second film, I found it just as enjoyable as the first – namely 2001’s ”Ocean’s Eleven”

Directed by Oscar winner, Steven Soderbergh, the movie starts out in a series of flashbacks in which Reuben Tishkoff (Elliott Gould), one of Danny Ocean’s associates from the first two films, makes the mistake of building a hotel with one of Las Vegas’ most hated businessmen, Willy Bank (Al Pacino). He gets cut out of the deal and ends up in the hospital after a heart attack. In an attempt to help his old friend Reuben, Danny Ocean (George Clooney) approaches Bank and asks him to restore Reuben’s share of the hotel. In their exchange, Ocean appeals to the code of honor that applies to those people who have shaken Sinatra’s hand – both Reuben and Bank have done so. Bank glibly denies Ocean’s request saying of Reuben, “He’s made the right choice: roll over and die. Let him be.” Ocean and his crew decide to bring down Banks by rigging his new hotel and casino – The Bank – to lose $500 million dollars on the night of its Grand Opening, six months later. When they run out of money, they enlist the help of former nemesis – casino owner Terry Benedict (Andy Garcia), who wants to settle a score against Bank for creating hotel/casinos that have been taking the spotlight from his casinos.

I could go into detail about the movie’s plot, but I rather not. It happens to be a complicated plot. Don’t get me wrong. Brian Koppelman and David Levien’s (”Rounders”) plot is not convoluted. Aside from one or two plot points, I perfectly understood what was going on. But I feel that it is too complicated for me to spell it out in details. Instead, I will simply point out the moments that I truly enjoyed:

-I found the gang’s initial plot to kill Willy Bank and dispose of his body in retaliation for Reuben’s condition rather funny and a great moment of ensemble acting from the cast:

-Another moment I enjoyed was when Rusty Ryan (Brad Pitt) caught Danny watching an episode of Oprah.

-I loved Linus Caldwell’s (Matt Damon) impersonation of a ”mouthpiece” for an Asian real-estate mogul (Yen in disguise); especially when he is called upon to seduce Bank’s assistant, Abigail Sponder (Ellen Barkin), using artificial pheromones, which act as an aphrodisiac to maximize her attraction to him. Apparently, Linus needed her to get him inside Willy Bank’s Diamond Room.

-There is a great sequence of scenes featuring a hotel reviewer who is treated as “the V.U.P.” (the always great character actor David Paymer) or “Very Unimportant Person”, when Saul Bloom (Carl Reiner) is mistaken as the reviewer. The V.U.P.’s discovery of bed bugs in his room is part-hilarious, part-creepy.

-Don Cheadle as the group’s mechanical genius Basher Tarr gets to shine in a scene in which he impersonates a motorcycle stuntman in order to distract Bank, while Virgil and Turk Malloy (Casey Afflect and Scott Caan)

-Another great moment is when the plot to financially ruin Bank comes together with many of the hotel’s patrons winning large sums of money at most of the gaming tables in the casino. Actually, this entire sequence was done within a montage.

-But my favorite sequences feature featured Virgil Malloy’s (Casey Affleck) efforts to load the casino’s specially designed dice at a factory in Mexico. Virgil is sent there to infiltrate the factory. Instead, he loses sight of his mission when he sees the working conditions at the factory. Instead of fixing the dice, he decides to fix the problem and lead his co-workers in a revolt.

As usual, the cast is great. I especially enjoyed Al Pacino’s performance as the backstabbing casino owner, Willy Bank. He managed to be flamboyant, without going over-the-top. I also enjoyed seeing Ellen Barkin in a memorable role, after all of these years. But I must admit that I especially enjoyed Matt Damon, Casey Affleck, David Paymer, Don Cheadle and Elliot Gould in this film. And Steven Soderbergh did a great job in maintaining the movie’s pace, drawing out memorable performances and especially capturing the flash and glitter of early 21st century Las Vegas. In fact, I think that ”Ocean’s Thirteen” is just as good as the first movie, ”Ocean’s Eleven” . . . and thankfully, a great improvement over the confusing ”Ocean’s Twelve”.

9/10 stars