The Original Ocean's 11 Owes A Lot To The Rat Pack's Improv

The charm of each "Ocean's Eleven" film, from the original to the George Clooney and Sandra Bullock vehicles, lies in its star-studded cast. Starring Frank Sinatra, Dean Martin, Sammy Davis Jr., and Peter Lawford, the first film cemented the Rat Pack's fame. It was thanks to that motley crew of crooners that the dialogue felt like it was ripped straight from the floor of the Sands where they performed in real life.

In "Sammy Davis Jr.: A Personal Journey with My Father," his daughter Tracey Davis and co-author Nina Bunche Pierce recount Davis Jr's time filming "Ocean's 11." Davis writes that her father told her a large portion of "Ocean's 11" was improvised:

"The Rat Pack knew each other and the Vegas casinos better than any screenwriter could ever attempt to write. Much of the Rat Pack ad-libbed dialogue turned out to be far better footage than what they would have shot from the written script, so the producers went with it. Even Shirley MacLaine ad-libbed a tipsy uncredited cameo with a classic Dean Martin line, 'I'm so drunk I don't think I could lie down without holding on.'"

The first "Ocean's 11" follows a group of WWII veterans from the Army's 82nd Airborne Division who get together for one last raid, this time on five Vegas casinos. The film is based on a story by Jack Golden Russell in the 1950s, a gas station attendant and former GI who told TV director Gilbert Kay an incredible idea for a movie about a group of veterans pulling off a Vegas heist. Lawford demurred at first when Kay approached him, but later snapped up the rights to the story a few years later for $10,000.

While the plot centers around a group of grizzled soldiers trying to get their mojo back in their middle age, the film itself united the greatest entertainers of the midcentury who may have let some of their real personas play out in their improvised dialogue. In a scene just before the gang plans out their heist, Martin, Sinatra, Lawford, and Davis Jr's characters discuss what they'll do with their loot. Lawford, who was then the brother-in-law of Senator John F. Kennedy, conspires with Sinatra about how he can order women to New Orleans for the weekend using his money. When Sinatra asks how, the politically-connected Lawford quips, "Simple: By turning money into power. I think I'll buy me some votes and go into politics." 

Whether or not that particular bit of dialogue was scripted is unclear. It's certainly a tongue-in-cheek reference to Lawford's brother-in-law and future president, who himself had a murky relationship with the Vegas casinos that were run by the mafia.

I love the "Ocean's" franchise, but I can't say that I watch any of them for the writing. Other critics have agreed: a review of the original in The Hollywood Reporter noted that the script had "the weakness of a gambler's alibi."

When the latest iteration premiered in June 2018, I wanted a fun, popcorn film with fabulous dresses and zany capers played out by my favorite actress. "Ocean's 8" delivered on that and I had a great time.

It's just the same for the first "Ocean's 11." I am in awe of Howard Bristol's set design in the 1960 version, which punches pops of technicolor in emerald boardrooms, tangerine bars, and bubblegum pink balloons. I grin as Dean Martin tinkles the ivory keys with each rendition of "Ain't That A Kick." And yes, I enjoy the banter among the Rat Pack, but not because its writing rivals Ben Hecht's. The appeal of "Ocean's 11" comes from knowing that much of the dialogue was improvised and that what you're watching might not really be an act, but a glimpse inside the boozy camaraderie shared by Davis Jr., Sinatra, Martin, Lawford, and others. You feel like they're inviting you into their group. 

After all, what's better than being in on the con?