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OCEAN'S ELEVEN A remake of Casablanca? What's the point? A new version of Citizen Kane? Sounds suicidal. A reimagining of Psycho? Completely imbecilic (oh wait, they did try that one... the fools). But a remake of Ocean's Eleven, the 1960 caper yarn that starred Frank Sinatra, Dean Martin and the rest of the Rat Pack? Now that has potential. After all, the dirty secret surrounding the original is that it's a remarkably mediocre caper yarn that served mainly as an opportunity for Frank and friends to party at Warner Bros.'s expense. The Rat Pack members were cast as former WWII paratroopers plotting to knock off five Las Vegas casinos, but except for a clever twist ending, there's absolutely nothing memorable in what has long been regarded as one of the most expensive "home movies" ever made. So the good news is that Steven Soderbergh's remake is indeed better than the original; the bad news is that it achieves its superiority by just the thinnest of margins, resulting in one of the year's top disappointments. Despite scripter Ted Griffin's complete overhaul of the '60 model, this remains a shambles, with more characters than it can sustain as well as the sort of obvious double-dealings that failed to fool us when we saw them in The Score and Heist. As team leader Danny Ocean, George Clooney is simply dull, while Julia Roberts and Matt Damon are saddled with the film's worst roles. Coming out on top is Brad Pitt: His part doesn't look like much on paper, but through sheer will and personality, as well as the sound application of some offbeat character tics, he's the one who constantly commands our attention.

VANILLA SKY Before breaking through stateside with The Others, writer-director Alejandro Amenabar made a handful of films in Spain, including the 1997 sleight of hand shocker Open Your Eyes. An intriguing drama about a self-centered hunk who suffers from strange visions after getting disfigured in a car accident, the movie was unpredictable in a manner that begs comparison with something as unique as Being John Malkovich: Thinking far outside the box, Amenabar provided a whiplash viewing experience akin to sitting down to watch The Big Chill and then having the film switched to Saving Private Ryan halfway through. Vanilla Sky is Cameron Crowe's risky remake, and what's most shocking about this controversial conversation starter is how faithful it remains to the original. In short, this isn't a typically dumbed-down rehash, a designation that will cost it millions at the box office (think Eyes Wide Shut all over again) but which will earn it the appreciation of adventurous filmgoers. Tom Cruise, a narcissist who nevertheless won't back away from perilous parts, shrewdly mixes both facets of his career as the pretty boy whose perfect life turns into a living hell after his face gets mangled, while Cameron Diaz, as his fatal attraction, slinks through the proceedings like a feral feline (Penelope Cruz, also in the original, reprises her role as the protagonist's dream girl, but she's mediocre at best). Unsettling, perplexing and playing like the visualization of a caffeine buzz, Vanilla Sky is a Christmas present with a kick. 1/2

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AMELIE In this delightful comedy, an eccentric young woman (irresistible Audrey Tautou) takes it upon herself to improve the lives of those around her, finally realizing she could also use some assistance when it comes to romance. Director Jean-Pierre Jeunet never runs with the conventional, preferring instead to pack his movie with unexpected literalizations, wildly original comic set pieces, and the sort of touching asides that will bring sighs of recognition from appreciative audience members. 1/2

HARRY POTTER AND THE SORCERER'S STONE This lavish film version of J.K. Rowling's phenomenally successful book about a budding boy wizard ends up working on both levels: as a stand-alone motion picture and as a worthy adaptation of a novel that, while hardly a literary landmark, is nevertheless funny, inventive and full of spirit and spunk.

SPY GAME Robert Redford, who could barely keep himself or audiences awake with The Last Castle, here makes the most of his best role in years; he's cast as a veteran CIA operative working against the clock to save the life of his former protegee (Brad Pitt), who's been arrested in China on a charge of espionage and is scheduled for execution. Smart entertainment from Tony Scott, the director of Enemy of the State.

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