When it was announced that George Clooney was spearheading a remake of "Ocean's Eleven," I rolled my eyes and asked, "Why?"

But when I saw the Steven Soderbergh-directed film in theaters last fall, I was pleasantly surprised. It's different enough for this collection of modern stars to make it their own, but it's also a nice homage to the earlier, swingin' 1960 Rat Pack flick.

"OCEAN'S ELEVEN" (Warner, $26.95, rated PG-13) made its DVD debut this week, and while it does have some enjoyable, if unspectacular, extras (including two — count 'em, two — audio commentary tracks), the reason to get this one is the movie itself.

Clooney, Brad Pitt, Matt Damon and Julia Roberts are all terrific, as is Don Cheadle in an uncredited role as a British explosives expert. (He was also uncredited in "Rush Hour 2"; what's with that?)

Secondary stars Andy Garcia, Bernie Mac, Elliott Gould and Carl Reiner are also great, along with the bickering "Mormon twins," played by Scott Caan and Casey Affleck.

The plot has Danny Ocean (Clooney) and gang plotting to rob three Las Vegas casinos simultaneously — casinos that just happen to be owned by the guy (Garcia) who is romancing Ocean's ex-wife (Roberts). The result is a delightful caper flick loaded with sharp dialogue and extra helpings of charm.

OK, we're rooting for the bad guys. But sometimes that's what you do in a good old-fashioned entertaining movie, and "Ocean's Eleven" definitely entertains. (And be advised that full-screen and widescreen editions are sold as different, but clearly labeled, DVD packages.)

"THE OTHERS" (Dimension, $29.98, PG-13) comes out next Tuesday on a two-disc set, loaded with extras. And although Nicole Kidman was Oscar-nominated for "Moulin Rouge," it should have been for this.

The film is a deliberately paced, low-key ghost story with a twist, and extremely well-executed by director Alejandro Amenabar. Scares and chills don't have to result from the proverbial cat-leaping-from-the-cupboard or gory violence, and other young filmmakers could learn a thing or two from Amenabar.

Kidman is fabulous as a distressed British woman whose husband is missing after World War II. And, as fate would have it, she lives in a haunted house, along with her two children — who suffer from a rare disease exacerbated by exposure to sunlight. (Among the usual DVD extras is a fascinating documentary about the real-life disease.)

"CARPENTERS — GOLD: GREATEST HITS" (A&M, $19.98) is a new DVD that is actually a disc reissue of the 1985 videotape "Carpenters: Yesterday Once More," comprising most of brother-sister duo Karen and Richard's music videos.

The Carpenters have to be a front-runner for the group with the most remixed, remastered and reissued collections of the same old songs over the years. (Alongside Diana Ross and the Supremes.) The producers — keyboardist/songwriter/arranger/backup-singer Richard among them — never seem to tire of cashing in on Karen's amazing voice. (Has it really been 19 years since Karen died at age 32?)

The biggest hits are all here, in no discernible order, which makes it a bit disconcerting to see a healthy, albeit uncomfortable Karen on a video at the beginning of her career, and a less-than-healthy, rail-thin but more polished Karen in the next.

The goofy '70s pastel sets and outfits are amusing, however, and it seems rather unsophisticated today to see Karen (and Richard) mouthing to overproduced mixes, sometimes in chorus with themselves.

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But there's no denying the appeal of the soft-rock sound and Karen's fabulous voice. Fans won't complain.

Of course, there's also no denying that a few extras on this DVD might make it worth the $20 retail price.

Without any extras, and with no narration to tie the videos together or put them into perspective — and less than an hour of material on 15 tracks! — pricing in the $10 range would be more reasonable.


E-mail: hicks@desnews.com

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