The idea of remaking the Rat Pack's infamous shaggy-dog story cum Vegas heist thriller may have seemed ludicrous without a Rat Pack. But that didn't deter ever-inventive director Steven Soderbergh, who's again wisely teamed with not only Out of Sight star George Clooney, but that underrated project's Irish-born club mixer turned scorer David Holmes, as well. The resulting soundtrack is a spunky, cross-cultural joyride that careens from Perry Como's "Papa Loves Mambo" to the loopy hip-hop of Handsome Boy Modeling School's "The Projects," while paying some gratifying visits to Percy Faith, Arthur Lyman, Quincy Jones, the terminally cool Claude Debussy, and, of course, King Elvis along the way. Holmes's own concoctions are as smartly retro-hip and seamless, slyly intertwining cool jazz-funk and smoky cine-Muzak with some dance-floor grooves that keep the musical tension boiling. The sharp dialogue snippets that bubble throughout seem a quirky throwback to soundtracks gone by, a sometimes oversized olive in Holmes's inviting musical cocktail. --Jerry McCulley