Buy it... if you groove to the hip and cool, retro style of 1970's funk and jazz, a distinctive sound that David Holmes resurrected very effectively for this equally suave production.

Avoid it... if you're expecting to hear a retail album that emphasizes Holmes' original score, because the product is so thoroughly dominated by dialogue and the source songs heard in the film that the score is significantly obscured.

Ocean's Eleven: (David Holmes) If anyone had any doubt about whether the likable 1960 crime caper Ocean's Eleven could be remade with the same sense of humor and character appeal in the context of the 2000's, director Steven Soderbergh answered those concerns with a remake so well executed that it led to multiple sequels later in the decade. There really isn't much depth to the premise of Ocean's Eleven; a master thief of high sophistication and devious creativity assembles a group of other thieves, most with a very unique specialty in the trade, to rob one of the most impenetrable vaults in Las Vegas, one that happens to be owned by a mafia strongman who is dating the criminal's former wife. The actual preparation for and completion of the heist are not really the point of the film. Rather, the personalities of the men involved, and their interaction with each other, is the focus of Ocean's Eleven. A stellar cast of big names is key to the success of this film, anchored by George Clooney in one of his most suave and surprisingly engrossing roles. The concept flips the usual definitions of good and evil and so thoroughly endears viewers to the quirky but professional thieves that you can't help but like the personality of the production. With the throwback style of storytelling and visuals firmly resurrecting memories of the original film, Soderbergh sought to insert a musical ambience equally retro in tone. His use of licensed songs in Ocean's Eleven is part of its appeal, though for the original score, he turned to Irish DJ and mixing master David Holmes, with whom he had collaborated successfully for Out of Sight in 1998 and whose name in the 2000's film score scene was associated almost completely with precisely this form of retro funk and jazz. Between his efforts in the Analyze This and Ocean's Eleven franchises, his voice in the industry was largely unique during the 2000's. He single-handedly rejuvenated the style of music provided by Quincy Jones and others readily in the 1970's, and he applied it to smart comedies with no effort to modernize its sound in any form. That technique restricted his name to an exact stereotype that gained him more interest from the mainstream population than film score collectors, however. That said, there is no doubt that Holmes' resurrection of the most hip sounds of the 1970's functions perfectly for the similarly cool atmosphere of Ocean's Eleven.

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The structures of Holmes' music for this film aren't complicated by any means. Even the performances featuring greater instrumental depth still repeat loops without much development. The attraction of this score instead rests in the flair of the instrumentation and the individual performances. Lounge band instruments, aided by Hammond organ, vibraphone, and other elements of the genre offer the necessary ambience even in simple, looped progressions. Later in the score, roles for a string section and brass accents form some dramatic base for the film's love story and the culmination of the gang's efforts ("Tess" and "$160 Million Chinese Man," respectively), but the ensemble is generally intimate and low key. No thematic continuity is really necessary in an environment like this because the confident, spirited rhythms accomplish the same goal. For scenes in the narrative that require a boost of adrenaline, the composer simply ratchets up the tempo and evokes more performance emphasis from certain soloists. Holmes never really explored any significant development of motif until Ocean's Thirteen in 2007, his first two scores in the franchise sort of winging it on flair alone. Interestingly, several of the most poignant scenes in Ocean's Eleven use unoriginal music not related to Holmes' style whatsoever. One of these is "Theme for Young Lovers" by Percy Faith and his Orchestra, associated with the fractured but eventually repaired relationship between Clooney and Julia Roberts. Most striking is the use of the classical Claude Debussy piece "Clair de Lune" from Suite Bergamesque over the concluding scene in which the group contemplates its accomplishments in front of the Bellagio fountain. This fluid, romantic string performance by the Philadelphia Orchestra speaks to the grand scope of the crime in a romantic voice, and its employment overshadows Holmes' original work in memory. The retail album release for Ocean's Eleven will be frustrating for enthusiasts of the score, though the product does contain all of the essential pieces heard in the film, including non-original songs that don't fail to honor Elvis Presley. Most of the score, with the exception of a few of the longer, more important cues, is mixed with dialogue from the film, sometimes to such great lengths that the cues become a bit pointless if you're attempting to appreciate the music alone. The script of Ocean's Eleven is enjoyable enough that the album becomes a satisfying souvenir from the film, though purists will prefer a 34-track, 48-minute Warner Brothers awards promo with only Holmes' score. Since the music is so repetitious, though, the retail format may actually improve the listening experience. ***   Amazon.com Price Hunt: CD or Download