The Birth of Cool

it all started with ocean's 11 and the rat pack

Frank Sinatra's calling And it means tonight we're balling All the way. . . . Many fears soon plague us: It it Palm Springs, is it Vegas? Who can say?

--Sammy Cahn, parody lyrics from 1957

Vegas, this time. Vegas, baby--but of course. Frank said so and told them to come and to bring their birds, so as to better partake of all the requisite mothery gas. They came--but of course--just like always. How could they not?

This time, after all, there was history (plus many a chick) to make. The boys followed, but fast. To wit, classic story: One morning at the Sands, in the middle of this madness, the actor Norman Fell looked out of his hotel window and saw Dean and Sammy and Peter Lawford running hard, past the pool. He stuck his head out the window and yelled: "Hey, where are you guys going?" And Sammy hollered back: "Frank's up!"(continued on page 100)Qcean's 11(continued from page 95) Which explained all. Which explains all else to come.

When Frank called, you did well to run. A radiating nucleus among men--among his men in particular--he led them, briskly and directly, into temptations abounding. His eternal battle cry--"Let's start the action!"--tore across the landscape of his life. Where the action wasn't, he would not be. (I once asked him the secret to living large and he responded: "You just keep moving.") The fellows followed suit, whereupon they could collaborate in never-ending ring-a-ding-ding, or gassers, or hey-hey (i.e., good times, featuring women and/or alcohol and/or blowing up each other's shoes with cherry bombs--and there were no clydes allowed, ever. Clydes were strictly bums of the brown-shoe variety--i.e., losers from the province of nowhere, also known as harveys, in case you were wondering). So this time--starting in mid-January 1960--he ordered them all to the neon desert, where he ruled like a potentate, which of course he was, and decreed that it would be some kind of "F-U-N" (he regularly spelled when throwing weight) to make a caper movie there by day, then gag it up twice every night at the Sands Hotel, ever together, in pack formation. He would rig the accoutrements--booze, broads, festivities attendant, everything--just like always. But this bacchanal would be bigger, wilder, the most-est, as he would say--nothing short of the first and last Olympics of Cool. Riotous weeks ensued whereupon envious eyes everywhere shifted toward Las Vegas, like never before or since--"a scene Las Vegas will never forget," this magazine reported from the front lines at the time. What the boys perpetrated each night onstage came to be called the Summit, as anchored by the five principals who thereafter came to be called the Rat Pack or, occasionally, the Clan (Brother Sam didn't dig that one at all)--and it would forever dog-ear show-business annals as the most notorious nightclub act unleashed anywhere.

But what they put on film by day (and also by the wee small hours of predawn)--this casino heist confection and apotheosis of ego called Ocean's 11--would be revered as the ultimate Vegas cult movie, the ultimate men-bonding-while-behaving-badly movie, and unquestionably the quintessential Rat Pack home movie. It is for certain all of those things, but much more as well. Never mind that it wasn't exactly a good movie. The larger point, I think, is that if you are male and possibly bent toward urbane virile aspiration, this is a movie you just wish you could have been in. (Acting ability didn't seem all that big of a requirement, frankly.) More than anything, it is a movie that, in tone and essence, captures what it felt like to be around Frank at a time and in a place when and where there was nothing more exciting than to be around Frank. It has now been remade by Oscar-winning director Steven Soderbergh and will star George Clooney, among other talented actors, at a time and in a place when and where it is impossible to be around Frank, graveside visits notwithstanding. Theirs will be a better movie, no doubt, but I can promise it will never stoke dreams of debauchery like the Ocean's 11 that came first. That one was all about the moment, baby. And that moment is long gone.

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Of capturing moments long gone: Dean said to Frank during one of the finest scenes in the film, "If you want to try to catch lightning in a bottle, you go ahead--but don't try to catch yesterday! Old times are only good when you've had 'em!" (He could well have also been trying to tell Soderbergh and company something here, but probably not, since Dean was never one to lecture, unless he was in character, which he was when he said that.) Nevertheless, let me now try to catch lightning in a bottle and reconstruct for you specific good times that other men had and you didn't. To attempt this, I have raided the archives of all things ring-a-ding, tracked down survivors and witnesses (the few who still walk among us), sifted production notes, excavated the long-lost final shooting script (actually, Angie Dickinson, who played Frank's martyred wife, let me copy hers) and also gotten hold of the saucy paperback novelization with its shockingly different ending. From these pieces there emerges a vivid mosaic of key events and minutiae surrounding the real Ocean's 11--mayhem, women, tantrums, camaraderie, sleeplessness, hangovers, liver damage. I'm sure that being around George Clooney can also be F-U-N, but not quite like this.

At the core we have five men to consider--three of whom (Frank, Dean, Sammy) needed no last names for introduction or marquee recognition in Las Vegas, nor anywhere else. (Privately, Frank and Dean called each other Dago, or Dag, and both addressed Sam as Smokey--as per his superior nicotine intake.) Joey Bishop--who did need a last name, who had begun opening shows for Frank eight years earlier, and whose deadpan delivery defined him as the Frown Prince of Comedy--was the wry moderator of their stage work together, but was more peripheral in this film (ninth billing) and in other such Pack collaborations. (He once considered writing a memoir titled I Was a Mouse in the Rat Pack.) "Have you seen the marquee out front?" he would ask giddy audiences each night in the Copa Room of the Sands. "The way they've got my name way down on the bottom, only tall dogs will know I'm working here." Joey, incidentally, is the last living member of the five Summiteers ("I've never touched a drop of liquor in my life!") and at 83 is a cranky guy. Whenever I call him, he yells at me a lot, but you get used to it and kind of enjoy it after a while. Among other peeves, he is angry about the remake of Ocean's 11--"How can they re-create a friendship that existed between five guys?" he says. "They don't know shit!" Joey once said of the original film: "If it was so great, why wasn't there an Ocean's 12?" Meanwhile, without Peter Lawford--the debonair British-born actor whose presence in this quintet has forever tested logic (notwithstanding the fact that his brother-in-law was a young Massachusetts senator and presidential aspirant named Jack Kennedy)--there would never have been an Ocean's 11 in the first place. But he could dance OK and always looked good in a tuxedo, which meant a great deal to Frank.

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It was Brother-in-Lawford--as Frank called him--who actually found the germ of what would become Ocean's 11 while sitting on the beach at his Malibu compound in 1955. A small-time director friend had wandered down the shore one day and laid out the story right there, looking to put the touch on Lawford for financing. This director, Gilbert Kay, said the inspiration had come from a local gas station attendant who, according to Lawford, "was one of 25 men to dismantle some valuable radio equipment in Germany during the war and carry it piece by piece out of the country." Kay and Lawford noodled with the notion of another intrepid team of, say, 11 World War II vets (continued on page 182)Ocean's 11 (continued from page 100) who might reunite to pull off a brazen Stateside mission for fun and profit--like robbing five Las Vegas casinos simultaneously at the stroke of midnight on New Year's Eve, once they'd rigged all the lights to go out. Lawford liked the yarn, but wanted no part of working with Kay, who tried peddling the project elsewhere for three more years to no avail before finally selling the property to Lawford and his wife for 10 grand. Lawford took the idea to Frank. "He flipped," said Lawford. Frank owed Warner Bros. a picture at the time and saw this one as an excuse to spread fine, fresh sin all over Sin City. Studio chief Jack Warner famously suggested they skip making the movie and just pull the job themselves.

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Frank had a favorite expression back then and deployed it often during the making of the film. Every day, usually in the Sands steam room where the walls absorbed the toxins of the gods, he asked his fellows: "How's your bird?" His concern was anatomical. He liked knowing that everybody's birds were being properly nurtured and fed. He was that kind of caring guy.

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I wonder if Tom Hanks knew about this: The 11 men of Ocean's 11 were all said to be former elite paratroopers of the Army's 82nd Airborne Division. The heroes of Hanks' epic true-life World War II HBO miniseries Band of Brothers were elite paratroopers of the Army's 101st Airborne Division. On the morning of D Day, June 6, 1944--in actual life--both the 101st and the 82nd Divisions parachuted into Normandy, and wound up fighting in many horrific campaigns together. (Having closely studied Band of Brothers, I could not spot any swingers in the ranks of the 82nd, but it's nice to think some might have been there.) Lawford alludes to such in his first scene in the movie--a great one where an anonymous lovely straddles his naked back, administering a massage worthy of James Bond, while he ignores a constantly ringing telephone. He explains that he never answers the phone in December--"because one December, every time I answered the phone, they made me take some little friends and go out in the snow. That was at the Bulge--an out-of-season brouhaha in Belgium." The same Bulge, of course, that that other band of brothers was defending--ostensibly right next to these guys. After the film was released, Frank received a letter from several vets of the 82nd offering their assistance any time he wished to rob Vegas again. He thought that was a kick.

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How Frank asked Sammy to join the cast: "We're not setting out to make Hamlet or Gone With the Wind. The idea is to hang out together, find fun with the broads and have a great time. We gotta make pictures that people enjoy. Entertainment, period. We gotta have laughs."

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One of the 11 was Henry Silva, the wonderful sinister-faced actor Frank loved and first encountered a year earlier when he chased Silva down Sunset Boulevard in a black Cadillac so as to holler out the window, "Hey, Henry, I like you in movies." ("I thought, Holy shit! That's Frank Sinatra!" says Silva, still awed.) Shortly thereafter, Frank recruited him for Ocean's 11, which Silva says he hasn't seen in more than 30 years. But certain memories linger: "One thing I really loved about doing this film was that nobody slept. You didn't want to sleep. I was young--I didn't need any damn sleep. There was booze, cigarettes--not that I drank or smoked--and wild, wild women. There was a lot of sex. It was joyous. I romanced a lot of ladies. I could fall out of bed laughing with some girl, with all kinds of girls. The most gorgeous girls imaginable. You felt like you were dreaming, there was something so surreal about it."

Second opinion: Tony Curtis wasn't one of the 11 but was to make a cameo appearance as a blackjack dealer in a scene that was never filmed. He was there on weekends to play with the boys after the last Summit show of the night--and he remembers the girls most of all. "There were very few that escaped us," he says. "Very few. Let me tell you, Frank wasn't a womanizer--he was womanized! They were everywhere."

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Why they were his 11: Frank is Danny Ocean, the former platoon sergeant who is actually outranked by Lawford's idle-trust-fund-Playboy character, former Lieutenant Jimmy Foster--but since this was Frank's production, Frank leads the troop, then and now, got it? (Forever his own man, he counted himself as one of the 11.) Ocean is a slick operator looking to make the big score, which has now landed in his lap, because Joey Bishop's character (a platoon mate and ex-prizefighter named Mushy) has fallen in with a Beverly Hills racketeer named Acebos, who has cooked up this scheme to knock over five casinos--the Sands, Flamingo, Riviera, Sahara and Desert Inn--on New Year's Eve, but he needs a steely-nerved squadron to pull off the job with precision. Joey thinks of Frank, who is first seen wearing an impossibly orange mohair sweater (orange always made him happy), shooing a pair of women out of Lawford's hotel room, slapping one of them on the ass: "All right, girls, time for your nap! Beat it! See ya later. Ta-ta." He then seltzer-sprays a prone Lawford off a couch--"Up, Loverboy! Get up!"--to further establish just who it is that runs the show here.

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Before going any further, let me address a recurring criticism of the original Ocean's 11: Yes, this is one long (127 deliberate minutes) and laid-back sashay of a movie--particularly for a heist caper. "The energy that went into the Rat Pack's fabled evenings at the Sands is noticeably missing in the film, along with any real sense of urgency," writes Mike Weather-ford in his fine, funny book Cult Vegas. Or, as Newsweek stated: "The major suspense lies in whether Frank, Dean, et al. will get their hands out of their pockets long enough to pull off the robbery." Which, in the end, The New Yorker concluded, "they accomplish with a minimum of suspense." Whatever. My feeling is that this is primarily a film designed to demonstrate the art of perfect casual swagger--something all guys want to learn how to affect--so screw the pace. These 11 characters, purportedly bored senseless with their postwar lives and ready for action, transmit a most gorgeous nonchalance throughout. From the Big Five on down--through supporting actors Silva, Richard "Nick" Conte, Norman Fell, Richard Benedict, Clem Harvey and the great tummler Buddy Lester--to a man, each has the withdrawn air of a hangover victim. (Probably because most of them had hangovers at the time--but still.) When Frank hosted The Tonight Show 17 years later, his leading lady and panel guest Angie Dickinson addressed this point exactly: "I was wondering, did you sleep at all?" Frank chuckled slyly: "When we were standing up. From time to time, we got a few naps, you know." (Dean had put it this way: "I do get some rest. Luckily, I faint a lot.")

"Star-Light, Star-Bright, Which Star Shines Tonight?" That was how the Summit at the Sands advertised itself around town--hinting that, at best, maybe two or three of the five might be aglow onstage during any given show. But they were almost always lit en masse, at eight o'clock and again at midnight, from January 20 to February 16, inside the cozy Copa Room, where 600 or so fortunate witnesses at a time could get a load of this delirium set to song, and where unconnected thousands were given the brush. (Frank, not at all coincidentally, owned nine backend points in the Sands and Dean owned one point, which was why everything, off-camera, happened at the Sands.) After the second show, nobody went to bed any time soon, since Frank liked to greet all rising dawns, liked to marvel at the beckoning hue of horizon he called Vegas Blue, and never liked doing it alone. Most of them stayed and played and drank--although Dean and Joey knew how to sneak out. Meanwhile, on February 2, 14 days into the Summiteering, Sammy was reported to have "passed out colder than a refrigerated mackerel from too much bubbly water, lack of sleep, and a hard day and night behind the movie cameras and Copa Room footlights." (Wrote Sam, in his second of three published memoirs, getting time frame wrong as they all did, and would, since ether had long dulled hope of lucid memory: "After eight weeks, I finally keeled over and spent a week in the hospital with nervous exhaustion.") Said Lawford: "They were taking bets we'd all end up in a box."

It takes nearly half of the movie to get the 11 of them assembled together for the big scene where Frank spills the details of the job at hand. Dean's character, lounge singer Sam Harmon, has flown in from a gig in Hawaii. Sammy's character, one-eyed Josh Howard, was found in Vegas driving a garbage truck. (Onstage each night, Sammy made much hay over his role: "My friend Frank asked me to play a garbage collector in the picture--can I thank you enough, sire?") Little Josh is the most upbeat of the crew: "The way I figure it is like this," he says. "The 11 of us cats against this one little city? We're in overlay!" They all congregate in the Beverly Hills rumpus room of this mastermind racketeer, where Frank gathers them around the pool table and carefully explains their unlikely mission. "Cuckoo," says Lawford afterward. "Day after tomorrow, gentlemen," says Frank, "we'll be in Las Vegas." Wordlessly, he lays his palm down on the green felt table and, one by one, the palms of the other 10 men pile on top (Sammy's hand crowns them all). After which, cool as a shiv, Frank says only this: "Happy New Year."

"That hand-on-the-table business was invented on the spot by Sinatra," says his son, Frank Sinatra Jr., who provides bright audio commentary on the recent DVD reissue of the film. "He told none of the other actors what he was going to do, but they just followed suit, and the camera dollied down on those hands. When they looked at it afterward in the projection room, everybody applauded." (It would become one of the great male-bonding moments in pop history.) Frank Jr. watched his father shoot that scene and many others up close and can recite reams of breezy dialogue from the film verbatim, perfectly mimicking each actor's voice. "People think I'm some kind of nut because I remember motion-picture dialogue," he confessed to me. "But some of it is absolute poetry, just the brevity of it." (He also gave me some swell sides from Citizen Kane and Forbidden Planet.) Because his father told him as much, he attributes much of 11's poetic snap to one of its original writers, crime-story specialist Richard Breen, who received no screen credit (as Harry Brown and Charles Lederer did) but had worked for months with Frank and seven years later would write the detective movie Tony Rome for him. Junior illustrates his admiration for Breen thusly: "There's the scene where Hank Silva first finds Nick Conte to tell him about the plan, and Conte is suspicious. He says, 'Sounds like the kind of reunion that could put me back in Calendar Hall'--meaning back in prison, but what a line! In 1960, I was locked up in a college preparatory school, which I hated. From the moment I saw the rushes of this movie, I referred to that school as Calendar Hall, and still do."

In grainy newsreel footage of Summit shows, the boys can be seen introducing esteemed audience members at the close of various performances. At least once, Frank is seen making this introduction: "Ladies and gentlemen, we'd all like you to meet a mahvelous man, the man who's guiding us in this movie, the famous director Mr. Lewis Milestone!" (Milestone stands and Joey tells him, "What you just did is bigger than the part I have in the picture!" This, by the way, happened almost nightly.) At 64, the Russian-born Milestone--or Milly, as they called him--was formidable of pedigree, having directed such Thirties classics as All Quiet on the Western Front, The Front Page and Of Mice and Men, but surviving Frank and company tested his mettle as nothing else ever had. They rattled him with firecrackers, stink bombs and merry inattention: "It's maybe an understatement to tell you that there was some friction between Sinatra and Milestone," allows Frank Jr. As Buddy Lester recalls, "I once said to Frank, 'Geez, Milestone's a big dramatic director! Let's do what he says.' Frank said, 'Don't worry. He won't bother anybody.' And he didn't. He was the most patient man in the world." Says Henry Silva: "One day Milestone runs up to us and says, 'Frank, listen, we're six pages behind schedule!' Frank said, 'Which six pages?' And Milestone said, 'These!' Frank grabbed them, ripped them out of the script and said, 'We just caught up.' It wasn't meant to hurt the guy--Frank just knew what he wanted." (So many scenes were changed or cut as they filmed that Dean at one point said to Frank, "You will give me a chance to read the script before we're through shooting it, won't you?")

Legend suggests the big fellows worked every day and performed every night, subsisting solely on brio and the fumes of Jack Daniel's. In truth, out of the 25 days of Las Vegas filming, Frank worked just nine before the camera, usually late in the afternoon. (Not that he wasn't busy on the other side of the lens, one way or another.) Whereas Milestone was a paragon of patience, Frank called himself One-Take Charley, as he was loath to do a scene over again, in this or any movie. "That's as good as it's gonna get," he'd say, then beat it. Or often he didn't say anything at all, as Angie Dickinson learned after her first and only scene with him, shot later on a Warner Bros. soundstage. Playing Beatrice, the long-suffering and estranged Mrs. Danny Ocean--"just a pissed-off wife," as she now puts it--Angie turns up early in the movie, first encountering Dean, who asks why their marriage went south. "It drowned in champagne," she tells him. "I want a life that doesn't depend on the color of a card or the length of a horse's nose." Then Frank appears, much to her chagrin, and hustles her up to an empty penthouse restaurant, promises that his ship is about to come in, and instructs her to be ready with a packed bag on January 2 so as to "hop on down to Rio." (She scoffs, whereupon he delivers the haymaker: "So what's wrong with a little hey-hey?") "The scene ended when Frank got up and walked out of the restaurant," Angie recalls. "Except he just kept on walking. I said, 'Frank, maybe I wasn't very good. Maybe we need another one.' He was already out of earshot. He was gone. I just sat there, dumbstruck. I've never known a man who knew so exactly what was right for him at all times."

Back to that Summit footage again: Mere moments after Frank had introduced Milestone and just before Dean introduced Milton Berle (who jumped on the stage to say, "Great pleasure to be up here with all these fags tonight, ladies and gentlemen!"), Frank pointed to a table just below center stage where John Fitzgerald Kennedy sat, flanked by little brother Teddy and a pair of women, one of whom was Judith Campbell, his future mistress and one of Frank's former playthings. (They had just met at the table, where Frank had planted her.) Said Frank (as Sammy goosed his ass): "I personally feel I'm gonna visit him in that House one day very soon!" Said Dean: "I'm gonna visit the outhouse very soon!" They made him stand up twice. Dean said, "What was his last name again?" Frank fell down laughing, then goosed Dean. This was Sunday, February 7; the next president attended both of the evening's shows, then heartily partook of lascivious predawn carousal upstairs in a private suite. Frank--who had by now started calling the senator Chicky Baby--orchestrated the activities, of course. At one point, Lawford took Sammy aside and said, "If you want to see what a million dollars in cash looks like, go into the next room. There's a brown leather satchel in the closet. Open it." It was a campaign contribution from the Sands. Sammy later wrote: "I never went near it. I was also told there were four wild girls scheduled to entertain him, and I didn't want to hear about that, either, and I got out of there. Some things you don't want to know." The next day, Chicky Baby lunched with Judy Campbell on Frank's private patio, where they discussed religion and she fell in love with him. They sat together at both Summit shows again that night, just before he left town. Campbell would write that the following day she "woke up feeling like Scarlett O'Hara the morning after Rhett Butler carried her up the stairs." Years later, Lawford summed it up: "I was Frank's pimp, and Frank was Jack's pimp. It sounds terrible now, but it was really a lot of fun."

Pause button required: There is a split second in the film when Frank cruises through the Sands casino that a tall, broad-shouldered, brown-haired man in a dark suit can be spotted standing next to a woman at a gaming table, his back turned to the camera. I have been told, with some conviction, that that man would be elected president of the United States 10 months later. Kind of changes the whole movie for you, doesn't it?

Without a hitch, the job is pulled, thanks to the demolition of a power station at midnight, and the rewiring of automatic doors to the five casino-cashiers' cages, which pop open when the power snuffs. (This electric wizardry was the work of Nick Conte's hard-luck character, who we already know has a bum ticker and lives on borrowed time, as revealed in his famous medical exam scene: "Look, Doc, just give it to me straight," he barks. "Is it the Big Casino?") Posthaste, the boys stuff $2 million apiece into five matching canvas airline bags, which Sam whisks off in his garbage truck. (Historical footnote: In 1947, Frank was falsely accused of transporting to Havana a briefcase containing $2 million earmarked for mob boss Lucky Luciano. Frank said at the time and thereafter: "If you can find me an attaché case that holds $2 million, I will give you the $2 million." Who knew about these airline bags?) Afterward, outside on the Strip, Frank frets: "Things went too easy." Then he and Lawford watch Conte cross the street in front of the Riviera, where he clutches his chest and immediately departs for the Big Casino in the sky. Things unravel fast. They decide to sneak the loot out of town by hiding it inside Conte's casket, which is to be shipped home to California. (Frank dubs the scheme Operation Pine Box.) Conte's widow, however, suddenly opts to spare the expense and plant him in Vegas, on the spot. The boys rush to the mortuary chapel, where the memorial service has begun, and they pack themselves together into one long pew, Joey on the far left, Frank on the far right, except for an usher seated on the aisle beside him (played by Frank's favorite Los Angeles restaurateur, Nicky Blair).

Then the finest scene of all: No casket is visible, but there is an audible grinding, which prompts Joey to mutter, "What's that noise?" The question is whispered down the row all the way to Frank. "The deceased is being cremated," offers Blair. Frank's face falls, as does each face as the news is whispered all the way back to Joey, who delivers his own deadpan punctuation. ("I shifted from my right leg over my left to my left leg over my right, put my head on my hand and gave a big deep sigh," he says. "I was supposed to say something, but I told the director it was better if I just did that. I had liberty to ad-lib, you know.")

Cut to the street and the infamous Walk of Woe: Broke, broken and smoking cigarettes, they wander past the camera in single file while their credits appear across their Sy Devore suits--first Lawford, then Dean, then Frank, then Silva, then Joey, etc., with Sammy bringing up the rear, his own mournful voice-over on the soundtrack reprising their theme, Eee-o-Eleven. Over Sam's head, we finally see the marquee of the Sands advertising the names of the five Summiteers--which Frank thought would be a nice kind of a kick, which it has been ever since.

"They had five different endings," Frank Jr. told me, "and nobody was happy with any of them, including the one that's in the movie." In the script, for instance, as they walk along, their eyes tilt skyward as Conte's widow flies above them in a small plane, scattering the cremains--and the incinerated millions--onto the Strip. ("The ashes, falling away from the plane, gleam in the sun like silver smoke.") Frank always credited Milestone for coming up with the cremation idea--"a mahvelous switch," he recalled in 1977 on The Tonight Show. He also said: "Even today, someone will say to me, 'Couldn't you guys have kept $5000 instead of burning it all up?' I say, 'No, you can't do that.'" Another option, according to Frank Jr., had the money burning, along with one or all of the guys, in a plane crash. And then there was the "upbeat" version in which the plan succeeds and they all rob Conte's grave--"but the picture was already running over 120 minutes," says Junior, "and they wanted to get it over with."

Meanwhile, in the paperback novelization's two final amazing pages that follow the cremation, weeks have passed and we learn that Joey's character, Mushy, has been ordered by Acebos, the mastermind racketeer, to hunt down and murder all the rest of the boys as payment for blowing the job. Lawford's character, we learn, got it in a car wreck. Sammy's Josh was found dead in a Detroit alley. Now Joey and two henchmen find Frank and Dean holed up in a fleabag Connecticut hotel room. Frank's Danny Ocean is now a sodden wino. "He's been past feeling anything for a long time," says Dean's character, who nevertheless steps in front of Frank's bullet before Frank gets his. Joey, the last man standing, did it with tears in his eyes.

The movie--which cost $2 million to make--premiered on August 3 that year, in Las Vegas, natch, with all of them in attendance, and would haul in the ninth biggest box-office take of 1960 (behind Psycho, Spartacus, La Dolce Vita and The Apartment). The next year, the Big Five reconvened to make another picture, called Sergeants 3, a woolly Western based on Gunga Din--but they shot it in Kanab, Utah, 200 miles from Vegas, which wasn't much F-U-N at all. The year after that, Frank, Dean and Sammy made the final Rat Pack film, Robin and the Seven Hoods (minus Joey and Law-ford), and it was during work on location at a cemetery that Frank heard that Kennedy was dead, and nothing was ever quite the same after that--not that they didn't try.

"All those guys never thought that they were going to get old," says Frank Jr. "The worst offender was Sinatra. He never thought he was going to get old, and when he realized he was, it drove him crazy. Somebody so strong and electric and vital could not bear to live with the thought that he was mortal after all."

"I visited Frank at home a couple of weeks before he died," Henry Silva told me. "He looked so strong I thought, This guy's gonna live for another 15 years! We started talking--about Vegas, the Sands, Kennedy, this very movie, in fact. We talked about all kinds of things. And then all of a sudden he said to me, 'It's Tuesday, right? What time is it?' I said, 'It's 8:30.' He said, 'Jesus Christ, what a boring life. It's 8:30 and nothing to do. I'm going to bed.' Then he said, 'Hey, wait! Before I go to bed, let's have an apple.' I said, 'You? An apple?' He said, 'Me. An apple.' I took part of his apple. He said, 'You know what? I am going to go to bed.' And two weeks later he was gone."

"We couldn't wait to go to work!" says Joey, still the last man standing. "Do you understand? It was about fun. Are you listening to me? F-U-N."

But this bacchanal would be bigger, wilder, the mostest, the first and last Olympics of Cool.