"The Naked Gun 2:The Smell Of Fear" 1991

“The Naked Gun 2½: The Smell of Fear”

I have vivid memories of the night my husband I went to see this movie. We had gone on a road trip without our child. When he was small we tried to have a weekend to ourselves every six months or so. It is marriage investment time. We were traveling south and had intended to have one more night before meeting his parents at his grandma’s house. We hadn’t made a hotel reservation figuring we’d find something along the way.

We got to a small town and were getting tired and hungry. We started stopping at hotels and motels trying to find a room for the night. There were none to be had. There was a Harley convention in town and they were booked up. We stopped at a place that had a vacancy sign and it was a small family owned place. We went to the door and asked the man about a room. He started to quiz us on our marital status and going on and on about not renting to sinners. We explained we were married. His only room was in a cabin and a little out of our budget so we ventured on losing hope.

Finally we stopped at a kind of seedy looking motel. The pair behind the counter didn’t speak much English beyond the fact that a room was available and only $40 a night. We passed over the money and got our key. As we were walking to the second story with our bags a woman who we believe worked out of her motel room came out the door and leaned over the railing. She was making offers to the fishermen sitting in the parking lot in their boat.

The fishermen were cleaning their catch of the day and throwing the bones and guts over the edge of the boat into the parking lot. In the summer. On a very warm day. It was lovely.

We got to the room.

Oh the humanity.

It was horrible. I was afraid to take my shoes off.

We quickly decided that we should get some dinner before it was too late. We headed to the main street and found an Italian restaurant. The food was pretty good and the service was prompt. But it left us with a lot of time. After dinner, not wanting to retire to the room that Satan rented out, we cruised town. As we passed the little movie theater we saw it was showing “The Naked Gun 2½: The Smell of Fear”. Being big fans of the first one we immediately went to see it.

It was a pleasant place to spend a couple hours.

After the movie it was almost midnight. We got back to the room and with more than a little fear we pulled back the sheets hoping that nothing was there. We slept fitfully and finally got up and checked out at five AM.

Since that fateful night we have ALWAYS made reservations.

Lesson learned. And the movie was pretty good too.

"Cocoon" 1985

“Cocoon”

It is Wilford Brimley’s birthday today. I was shocked to see that he is only 77 years old. I thought for sure he was at least knocking on 90. I read a blog that pointed out that when he made “Cocoon” he was only 49 years old, the same age as Tom Cruise and my husband are now.

That is crazy. Wilford Brimley has looked old for as long as I can remember. And he’s been doing those diabetes commercials forever. His costars were all in their seventies.

It eaked into popular culture. There is a scene in the movie “Say Anything” where John Cusack goes to he nursing home that Ione Skye works at and hosts a movie afternoon. Wanting to pump up the residents, he chooses “Cocoon” for his screening.

Lloyd Dobler: Okay, how ya doing? I'm Lloyd, and we're gonna watch the movie "Cocoon." I've never actually seen it, but I heard it's very good, it makes you happy, thats a good thing. It's about a group of older people who go to outer space... hope I didn’t give anything away there.

It is a great movie. In a retirement community there is a group of friends. Brimley plays Ben who at the beginning of the movie has just lost his license due to a failed eye test. He puts his cover over his convertible and gets ready to settle into his golden years.

He and his buddies have been breaking into a house and swimming in an indoor pool. Then one day they get there and there is something strange in the pool.

Art Selwyn: [after witnessing the indoor swimming pool being purchased] Club house is closed, Gentlemen.
Joseph Finley: Maybe they could give us permission to use the pool. We could pay them something.
Art Selwyn: It wouldn't be fun if we had permission.

Soon the years seem to be melting away.

Ben Luckett: So you think it's like Bernie said? We're cheating nature?
Mary Luckett: Yes.
Ben Luckett: Well I'll tell ya, with the way nature's been cheating us, I don't mind cheating her a little.

Don Ameche breakdances and falls in love. He won a best supporting Oscar for his role.

Hume Cronyn and Jessica Tandy are the sweetest couple on the planet. They were married for 52 years and were also costars in “The World According To Garp”.

We also have Steve Guttenberg and Tahnee Welch, daughter and doppelganger of Raquel Welch.

There is funny, sweet, poignant, has wild alien sex and is just lovely. They made a sequel a few years later and even though the cast all returned, it wasn’t the same. I loved the idea of this group of friends heading off on a spectacular adventure.

But still, really, Wilford is 49? I think he must be lying about his age. Or an alien?

"Where the Heart Is" 2000

“Where The Heart Is”

This is a book that was pretty good and a movie that is a little better. The book make Novalee, played by Natalie Portman a little stupid. The movie has her starting out as young and naïve but turns her around.

Novalee is pregnant and heading to California with her baby’s father.

Rhonda: You know the floor is missing?
Novalee Nation: Willy Jack got the whole car for 80 bucks. He had to fix everything on it. And here's the best part.
[points at the license plate]
Novalee Nation: No fives!
Nicki: You and your fives.
Rhonda: What fives?
Novalee Nation: On my fifth birthday my mama ran off with a baseball umpire named Fred and never came back. And after I dropped out of school and was waiting tables at Red's, one of the regulars there named Gladys went crazy. When I tried to calm her down she jumped at me with a steak knife and cut me from my wrist to my elbow.
Rhonda: And what's that got to do with fives?
Nicki: It took 55 stitches to close her up.
Novalee Nation: I don't like fives.

Somewhere in Oklahoma she gets out of the car to go to the bathroom and finds herself abandoned at Wal-Mart. With nowhere to go she moves in to the store. Soon she meets a colorful cast of characters and starts a whole new life.

It is sweet and funny.

My big memory is seeing this in the theater. I had gone with a friend on opening weekend. I think I may have mentioned that I am a little picky about movies. I like to sit in a certain place. With stadium seating I like the top row in the middle. No one crosses in front of you, no one is sitting behind you. Occasionally you’ll get someone texting. That light shines right in your eyes and make me CRAZY.

But my main pet peeve is teenagers in the theater. Not the nice ones that are actually there to watch the movie. It is the fifteen year old girls who’s moms dropped them off at the theater. They aren’t there for the movie, it is a party.

We got to the movie and made our way to our favorite seats. I had to kick some debris out of the way to get to the seats, but the whole row was otherwise empty.

The previews had started and suddenly a gang of girls show up in the row.

“Uh, we were sitting in this row” the leader announced.

“Oh, no one was here saving seats.” I responded, holding my ground.

“We had to go to the bathroom.” She wasn’t backing down.

It was a stand off. I was completely irritated and just got up and moved. Then I could hear them through the whole movie.

It didn’t make for an enjoyable movie going experience. So here are my movie rules.

1. Don’t go to a movie just to go. Pick something you want to see or wait for the DVD.
2. Silence your cell phone and put it away. If you have to be available to a babysitter or an emergency set it to vibrate and leave. Don’t keep flashing it to check the time.
3. Don’t bring little children to a movie targeted toward adults. I understand it is expensive to go out, but babies don’t need to see R rated movies. Get a sitter or wait for the DVD.
4. When the preview start stop talking. I like the previews. I don’t want your commentary. You can talk during the pre show and the Coke commercial.
5. If you like to sit in a certain spot get there early. This also applies to large groups. If you really want to see a movie with your fifteen best friends get there early! It is rude to ask people who got there early to move so you can sit together.
6. Pick up your trash as you leave and throw it in the trash can. Just because the have someone there to clean it up doesn’t make it ok to dump garbage on the floor.

There is my little rant. I probably have more rules, but those are the big ones. I love going to the movies. It is something I really enjoy. I like movies at home, but there is something about sitting in the dark with strangers and having a shared experience. It can make comedies more enjoyable and I love hearing the conversations as you leave to see what other people thought.

Just be nice and considerate of others. Movie are supposed to be fun.

"Austin Powers International Man of Mystery"

“Austin Powers, International Man Of Mystery”

I discovered the first Austin Powers movie when I was working at the movie distributor. It hadn’t done a huge amount in the theaters but it became HUGE on video. I brought it home and put it on the to be watched pile. We popped it in the VCR a few weeks later. We loved it.

It made it easy to sell.

Mike Myers was hilarious as Austin and Dr. Evil.

One of my favorite memories of this movie is when my son watched it with my sister. It was a little bawdy but we’d talked about some of the things Austin liked to say. I had explained that the term horny was when you really liked someone and wanted to kiss them. It isn’t a big lie! It was mostly the truth just a little incomplete. I also let him know that it was kind of an adult word.

When he was four and wanted to know where babies came from, I told him they were made with love. Know your audience. I still tell myself that most of the movie went over his head. Let me have my delusions!

So my son was watching the movie with my sister. It got to the scene on the plane between Austin and Miss Kensington.

Austin Powers: Do I make you horny? Randy? Do I make you horny, baby, yeah, do I?

My son turned to my sister with complete innocence.

Son: Aunt, what does horny mean?

Sister: Uh, um, ugh. Ask your mom.

And my evil son thought her obvious discomfort was fantastic.

There are a lot of great moments in this movie and all it’s sequels. It made my son go through a pretty significant James Bond phase.

To my delight, his favorite Bond was Sean Connery. He has good taste.

"Terms of Endearment" 1983

“Terms of Endearment”

This is a movie that makes my husband cringe when he sees it on the television guide. He tries to rush past it so I won’t notice it. It is a wonderful movie. I remember Shirley MacLaine winning the Oscar for this movie the first time I really took notice of the Academy Awards. She is so blonde and coifed in the movie and when she took the stage she had a pixie cut that was fire engine red. It was the beginning of seeing how actors immerse themselves into a role.

This is a fantastic portrayal of a mother and daughter relationship. I have felt like both Emma and Aurora in my life. As a mother I can be a little pushy with my kid. Especially when I am sure I am right. I will bug the living crap out of him until he either admits what I suspect or just gets so fed up he wants to smack me.

Aurora Greenway: I just don't want to fight anymore.
Emma Horton: What do you mean? When do we fight?
Aurora Greenway: WHEN do we FIGHT? I always think of us as fighting!
Emma Horton: That's because you're never satisfied with me.

I have also felt like Emma. You get the sense that in all her efforts to be different from her mother, she would have done a lot of the same things with her kids as they grew older.

Shirley MacLaine is so good in this movie. You want to smack her sometimes and you love her the next. She has so many great lines it is hard to just write one or two. My favorite’s are interactions with Jack Nicholson who plays her neighbor. He keeps her off balance.

[Arriving back from their first date]
Aurora Greenway: Would you like to come in?
Garrett Breedlove: I'd rather stick needles in my eyes.
Aurora Greenway: Everything would have been just fine, you know, if you hadn't gotten drunk. I was... I... I just didn't want you to think I was like one of your other girls.
Garrett Breedlove: Not much danger in that unless you curtsy on my face real soon.
Aurora Greenway: Garrett! What is it that makes you so insistent on shocking and insulting me? I mean, I really hate that way of talking. You must know this. Why do you do it?
Garrett Breedlove: I'll tell you, Aurora. I don't know what it is about you, but you do bring out the devil in me.

All the characters have great lines. They all manage to say the things we want to say but never do. Emma has two love interests, her husband Flap, played by Jeff Daniels and her lover Sam, played by John Lithgow. But her priority in the movie is having her own family. The kids in this movie are realistic and not overly precocious and cute. They are just kids going through a bad time.

The scene where Emma is saying goodbye to her kids is heart wrenching.

Emma Horton: You both of you have beautiful eyes and your hair is too long. I mean, I don't care how long it gets in the back, but keep your bangs cut, OK, it's too long.
Tommy Horton: That's a matter of opinion.
Emma Horton: Just keep it short, alright?
Tommy Horton: Are you getting well?
Emma Horton: Look, I'm sorry about this but I can't help it, and I can't talk to you for too long or I'll get real upset. I want you to make a lot of friends. And I want you to be real nice to the girls 'cause they're gonna be real important to you, I swear.
Tommy Horton: I'm not afraid of girls. What makes you think that?
Emma Horton: Well, you may be later on.
Tommy Horton: I doubt it.
Teddy Horton: Why don't you shut up? Shut up!
Tommy Horton: You shut up!
Emma Horton: Ted, give me a kiss, come on. Tommy, you be sweet. Be sweet. And stop tryin' to pretend like you hate me. I mean, it's silly.
Tommy Horton: I like you.
Emma Horton: OK then, will you listen especially close?
Tommy Horton: What?
Emma Horton: Listen real hard?
Tommy Horton: I said 'what'?
Emma Horton: I know you like me. I know it. For the last year or two, you've been pretending like you hate me. I love you very much. I love you as much as I love anybody, as much as I love myself. And in a few years when I haven't been around to be on your tail about something or irritating you, you could... remember that time that I bought you the baseball glove when you thought we were too broke. You know? Or when I read you those stories? Or when I let you goof off instead of mowing the lawn? Lots of things like that. And you're gonna realize that you love me. And maybe you're gonna feel badly, because you never told me. But don't - I know that you love me. So don't ever do that to yourself, all right?

Debra Winger and Jack Nicholson were both nominated for this movie. Jack won for best supporting. Debra lost to Shirley. When she stopped to hug her on the way to the stage she reportedly told her “This is half yours” to which Debra responded “I’ll take it.”

Great movie. If I am alone, I am going to pop it in and have a good cathartic cry.

"Little Women" 1994

“Little Women”

This is a movie that gets made every generation or so. Each version is updated to reflect a little more of that time. There is a version with Katharine Hepburn as Jo March and one with Elizabeth Taylor as Amy March. Then there was a seventies mini series with Meredith Baxter as Meg and Susan Dey as Jo.

I like this version. Winona Ryder is great as Jo. She does a wonderful job of being the sister that is unsure of where she fits in the world. She wants to be a boy and go off to the Civil War with her father. But she also loves her sisters.

Jo March: I find it poor logic to say that because women are good, women should vote. Men do not vote because they are good; they vote because they are male, and women should vote, not because we are angels and men are animals, but because we are human beings and citizens of this country.
Mr. Mayer: You should have been a lawyer, Miss March.
Jo March: I should have been a great many things, Mr. Mayer.

Trini Alverado is the perfect Meg. She has spunk. She remembers more prosperous days for the family and mourns the loss of them.

Laurie: Meg?
Meg: Please don't tell Jo how I've behaved.
Laurie: As long as you won't tell anyone how I've behaved.
Meg: I was just playing a part. To see what it felt like to be Belle Gardiner with four proposals and 20 pairs of gloves.
Laurie: You're worth ten of those girls.
Boston Matron: Did you see the way that March girl has gone after the Laurence heir?
Boston Matron: Best thing that could happen to the Marches.
Meg: This ridiculous dress, I've been tripping over it all night.
Laurie: Tie something around your neck where it can do you some good.

Claire Danes is great as the tragic Beth. She is gentle and depends on her sisters for everything. The world frightens her and it is only when her sisters are by her side that she is strong.

Beth: If God wants me with Him, there is none who will stop Him. I don't mind. I was never like the rest of you... making plans about the great things I'd do. I never saw myself as anything much. Not a great writer like you.
Jo: Beth, I'm not a great writer.
Beth: But you will be. Oh, Jo, I've missed you so. Why does everyone want to go away? I love being home. But I don't like being left behind. Now I am the one going ahead. I am not afraid. I can be brave like you.

Kirstin Dunst plays the young Amy. She is vain, worrying over her popularity and wondering if she’ll grow a more distinguished nose.

Amy: I don't wanna die. I've never even been kissed. I've waited my whole to be kissed, and what if I miss it?
Laurie: I tell you what. I promise to kiss you before you die.

Samantha Mathis takes over as a more mature Amy. She attempts to be cultured and mature. She knows that she will not marry a poor man. She plans a life of luxury.

Amy: Have you heard from Jo? She has befriended a German professor.
Laurie: I envy her happiness. I envy his happiness. I envy John Brooke for marrying Meg. I hate Fred Vaughn. And if Beth had a lover I would despise him too. Just as you have always known that you would never marry a pauper, I have always known that I belong to the March family.
Amy: I will not be loved for my family...

Susan Sarandon is wonderful as Marmee. She has raised her daughters to value themselves for their intellect and cleverness and not their more superficial charms.

Marmee March: Oh, Jo. Jo, you have so many extraordinary gifts; how can you expect to lead an ordinary life? You're ready to go out and - and find a good use for your talent. Tho' I don't know what I shall do without my Jo. Go, and embrace your liberty. And see what wonderful things come of it.

Christian Bale plays Laurie, the object of many affections amongst the March sisters. He is in love with Jo and jealous of any suitors that the other girls find. Like Amy knowing she won’t marry a poor man, Laurie knows that he will marry a March girl.

Laurie: I have loved you since the moment I clapped eyes on you. What could be more reasonable than to marry you?
Jo March: We'd kill each other.
Laurie: Nonsense!
Jo March: Neither of us can keep our temper-...
Laurie: I can, unless provoked.
Jo March: We're both stupidly stubborn, especially you. We'd only quarrel!
Laurie: I wouldn't!
Jo March: You can't even propose without quarreling.

Gabriel Byrne is great as the love of Jo’s life. He is Fredrich Bhar a German immigrant. In his country he was a respected and educated man. In the United States he can’t find a job teaching. But he encourages Jo to follow her dreams and be true to herself. The scene where he comes to see her at the end is great.

Friedrich: But I have nothing to give you. My hands are empty.
[entwines her hands with his]
Jo: Not empty now.

I saw this movie in the theater with friends. It was lovely. The cinematography was beautiful, the acting was fabulous. I still cry every time I see it. But a friend of mine was a little more invested than I was. She started crying when Beth died and it advanced rather quickly to hitching sobs. It was almost as if she knew Beth personally. But with this story it is easy to feel that way.

I am one of four sisters. I am in the Beth spot of the family. I have always like this story because there aren’t many heroines named Jo.

It will get remade I am sure. As long as it isn’t someone like Miley Cyrus as Jo, I will probably see it again.

"Defending Your Life" 1991

“Defending Your Life”

Albert Brooks is great. He is hilarious and self deprecating. In “Defending Your Life” he presents a view of the afterlife that is fun and interesting.

Daniel Miller is in advertising. On his birthday he gets some presents at work and then goes to pick up a new car. He is feeling on top of the world as he puts a new cd into the sound system and starts driving home. One distracted moment later he is head on with a city bus and then it’s all over.

Soon he is in Judgment City. It looks a lot like Earth. He is brought to a hotel in a state of shock.

Soon he starts to learn all about the process of defending his life and the food from his defender, Bob Diamond play hilariously by Rip Torn.

Daniel Miller: Is this Heaven?
Bob Diamond: No, it isn't Heaven.
Daniel Miller: Is it Hell?
Bob Diamond: Nope, it isn't Hell either. Actually, there is no Hell. Although I hear Los Angeles is getting pretty close.

Steven is curious and has a tough time wrapping his head around all the surprises of Judgment City.

[Daniel and Bob are at a garden restaurant; Daniel is enjoying a chicken lunch platter]
Bob Diamond: We have about 400,000 residents here. We service half of the United States dead. That's about 2,500 people a day.
Daniel Miller: Do children come here?
Bob Diamond: Children don't have to defend themselves. When a child is taken, they automatically move forward. Isn't that nice?
Daniel Miller: What about teenagers?
Bob Diamond: Too much trouble. They go elsewhere. We tried for a while, but they damage the tupas. Too rowdy. What about your chicken? How do you like it?
Daniel Miller: Oh, delicious!
Bob Diamond: Yeah.
[Bob is eating a meatloaf-like substance]
Bob Diamond: Mmm!
Daniel Miller: [curious] What are you eating?
Bob Diamond: You wouldn't like this. Ha-ha-ha.
Daniel Miller: What is it? What's it taste like?
Bob Diamond: You're curious, aren't ya? Good. I like that about you. You wanna try?
Daniel Miller: Yeah. It looks so weird.
[Daniel tries the substance, but has a terrible taste; Daniel gags and chokes; Bob laughs]
Daniel Miller: Oh, my God!
Bob Diamond: A little like horse$hit, huh?
[Daniel nods as he spits it out]
Bob Diamond: As you get smarter, you begin to manipulate your senses. This tastes much different to me than it is to you.
Daniel Miller: Eww! This is what smart people eat?

Steven soon discovers that they will look at nine days of his life and determine if he is ready to move to the next level of existence. If he lived without fear he will make it. If not, he has to go back to earth and give it another try. But Steven had a lot of fears. He also has a defender and prosecutor that don’t care for each other.

On his first night he heads to a comedy club and meets Julia, played by Meryl Streep. Meryl should really do more comedy. She is great. She is funny and slightly goofy.

In Judgment City you can eat as much as you want and never feel sick. Julia loves it. Steven can’t quite wrap his head around it.

Eduardo: You gonna eat a lot with us tonight, now?
Julia: What do you recommend, Eduardo?
Eduardo: You like pasta?
Julia: Very much.
Eduardo: I gonna bring you three pounds of it, the best you ever tasted. You gonna love it.
Eduardo: [to Daniel] What about you, my friend? You like, eh, shrimp?
Daniel Miller: Um, yeah.
Eduardo: We can make it so fresh they crawl up and put it in your plate themselves.
Daniel Miller: Aren't they high in cholesterol?
Eduardo: I don't know what you're talking about, but they high in everything. Don't worry about it.

There are so many great moments in this movie I could write pages just quoting the movie. There is Julia and Daniel’s visit to the Past Lives Pavilion with its introduction by Shirley MacLaine. I love Daniel’s trip to the sushi bar.

If this movie is on television, I will watch it. It is funny and sweet.

"Ocean's Eleven" 2001

“Ocean’s Eleven”

This is a movie that came out during football season. I see a lot of movies during football season. My husband will start watching the pre-game show as I get ready to leave. Luckily he doesn’t have a favorite NFL team so if there is a really good movie he will sometimes join me.

This one I went to alone. It was a remake of a Frank Sinatra/Rat Pack movie. I have never seen more than a few minutes of the original, so I can’t compare them. It had that Technicolor sixties look and didn’t grab me in the first fifteen minutes. George Clooney’s version was a different story. It is great.

It is a classic caper. There is so much going on that it takes a few watchings to catch all the bits and pieces and how perfectly they come together.

George Clooney is Danny Ocean. He has spent a few years in prison and has a plan to rob some casinos and get his wife back.

Parole Board Member #1: Mr Ocean, the purpose of this hearing is to determine, whether, if released, you are likely to break the law again. While this was your first conviction, you have been implicated, though never charged, in over a dozen other confidence tricks and frauds. What can you tell us about those?
Danny: As you say, ma'am, I was never charged.
Parole Board Member #2: Mr Ocean, what we're trying to find out is was there a reason you chose to commit this crime, or was there a reason you simply got caught this time.
Danny: My wife left me. I was upset. I fell into a self-destructive pattern.
Parole Board Member #3: If released, is it likely you'd fall back into a similar pattern?
Danny: She already left me once. I don't think she'd do it again just for kicks.

Brad Pitt is Rusty Ryan. He is Danny’s best friend and isn’t afraid to tell him the truth. I also love that he is eating in every scene he’s in. He knows everyone and can think up a plan on the fly.

Rusty: You'd need at least a dozen guys doing a combination of cons.
Danny: Like what, do you think?
Rusty: Off the top of my head, I'd say you're looking at a Boeski, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever.

The rest of the cast is amazing. We meet them one by one and each is better than the last.

Carl Reiner is Saul. He has gotten out of the game but is convinced to return.

Rusty:Saul, you're the best there is. You're in Cooperstown. What do you want?
Saul: Nothing. I've got a duplex now, wall-to-wall, goldfish. I'm seeing a nice lady who works the "Unmentionables" counter at Macy's. I've changed.
Rusty: Guys like us don't change, Saul. We either stay sharp or we get sloppy, we don't change.

Matt Damon is Linus. He has lived under the shadow of his father who is a famous con man.

Danny: [holds up a black wallet] Hello Linus. Whose is this?
Linus: Who are you?
Danny: A friend of Bobby Caldwell's.
[produces a plane ticket]
Danny: You're either in or you're out. Right now.
Linus: What is it?
Danny: It's a plane ticket. A job offer.
Linus: You're pretty trusting pretty fast.
Danny: Well Bobby has a lot of faith in you.
Linus: Fathers are like that.

Bernie Mac is Frank. He’s dealing blackjack and trying to go straight, but doesn’t take a lot of convincing. He has interesting negotiation skills as well.

Frank: You have lovely hands. Do you moisturize?
Billy Tim Denham: I'm Sorry?
Frank: [as he slowly crushes Denham's hand in his grip] You know, I've tried all sorts of moisturizers. I even went fragrance free for a whole year. Now my sister, she uses some kind of uh... uh... uh... uh... aloe vera with a little sunscreen in it, and ideally, we should all wear gloves when going to bed, but I found out that that creates a kind of an interference with my... social agenda, you know what I mean.

Don Cheadle is Basher. He is the go to guy for blowing things up. But he is tired of working with amateurs.

[masquerading as an A.T.F. agent, Rusty shoves Basher against a police car, pretending to search him]
Rusty: [under his breath] Hey, Bash.
Basher: Hey, Russ.
Rusty: How fast can you put something together from what I just slipped you?
Basher: It's done.
[Rusty lifts up Basher, and they slowly leave the crime scene]
Basher: Hey, is Danny about?
Rusty: Yeah, he's waiting around the corner.
Basher: Oh, that's terrific! It will be nice working with proper villains again.
Rusty: [turns and shouts] Everybody down, now!
[they break into a run as explosions rock the crime scene]
Basher: Ha-ha-ha! They weren't expecting that shit!
Rusty: Nice work.
Basher: Oh, thank you.

Scott Caan and Casey Affleck are the Malloy brothers. They are in a constant rivalry even when playing twenty questions.

Virgil Malloy: Are you a man?
Turk Malloy: Yes, nineteen.
Virgil Malloy: Are you alive?
Turk Malloy: Yes, eighteen.
Virgil Malloy: Evel Knievel.
Turk Malloy: …$hit.

Elliot Gould is Reuben. He is old Vegas, right down to his clothes. And he knows the history of Vegas capers.

Danny: It's never been tried.
Reuben: Ho, ho... "It's never been tried." It's been tried. A few guys even came close. You know the three most successful robberies in the history of Vegas?
[flashback - the gaming room at the Horseshow, in black-and-white]
Reuben: [voiceover] Number three, the Bronze Medal - pencil-neck grabs a lockbox at the Horseshoe...
[a man grabs a lockbox out of a guard's hand and runs for the door, and six guards instantly tackle him to the floor]
Reuben: He got two steps closer to the door than any living soul before him.
[cut to the present]
Reuben: Second most successful robbery...
[flashback - the gaming room at the Flamingo, in grainy color. A long-haired man is running for the door, clutching a bag]
Reuben: The Flamingo in '71. This guy actually tasted fresh oxygen before they grabbed him.
[the man gets within a few feet of the door, before a guard smashes him across the face with a nightstick]
Reuben: Of course, he was breathing out of a hose for the next three weeks. Goddamn hippy.
[back to the present]
Reuben: And the *closest* any man has ever come to robbing a Las Vegas casino...
[flashback - outside Caesar's Palace, in color. A man runs out, hunched over an armful of cash, followed by three security guards]
Reuben: Was outside of Caesar's in '87. He came, he grabbed...
[the three guards shoot the thief in the back]
Reuben: They conquered.

There is Livingston and Yen rounding out the eleven.

Andy Garcia is Terry Benedict. He is ruthless about running his casinos.

Terry: All right. Now I have complied with your every request, would you agree?
Rusty: I would.
Terry: Good, 'cause now I have one of my own. Run and hide, a$$hole. Run and hide. If you should be picked up next week buying a hundred-thousand dollar sports car in Newport Beach, I am going to be supremely disappointed. Because I want my people to find you, and when they do, rest assured we are not going to hand you over to the police. So my advice to you again is this: run and hide. That is all that I ask.

In the end Danny gets the money and the girl played with her usual luminosity by Julia Roberts.

[Danny has just got out of jail]
Danny: Hi!
Tess: Hi. We need to get Rusty a girl.
Rusty: There's a women's prison down the road.
Danny: [noticing Tess is wearing her wedding ring] You said that you sold this.
Tess: I said that.
Danny: Liar.
Tess: Thief.
[they kiss]

I came home from this movie and told my husband he needed to see it. When it came out on DVD we watched it and watched it again. It is now a safety movie whenever it’s on television. Great movie.