When Steven Soderbergh asked David Holmes to score and produce the soundtrack to his remake of the Rat Pack heist film "Ocean's Eleven," neither knew exactly how to handle the music. They did, however, know what they didn't want.

"The first thing we were definitely not going to do was have any song from the Rat Pack (Joey Bishop, Sammy Davis Jr., Peter Lawford, Dean Martin and Frank Sinatra)," Holmes said Friday from a Beverly Hills hotel room. "After I read the script, things started coming to me. You have to be very logical about these things, but also very open-minded and very, I suppose, sure that you are not going into the world of clichés — especially when you are making a movie about Vegas."

Soderbergh, the golden boy of 2000 who directed "Erin Brockovich" and "Traffic," and Holmes, a Belfast, Ireland, DJ and producer whose Bow Down to the Exit Sign (2000) received rave reviews, knew each other's styles after teaming up in 1998 for "Out of Sight."

For "Ocean's Eleven," which stole the box office crown this weekend from "Harry Potter and Sorcerer's Stone" after taking in nearly $40 million, Soderbergh and Holmes decided on a score and soundtrack that had flavors from the 1960s and present times.

They wanted a contemporary take on the swinging sounds of the original film, so Soderbergh picked out some golden oldies (Perry Como's "Papa Loves Mambo," Percy Faith's "Theme for Young Lovers"), Holmes dug out a few gems only a true record geek would have (Elvis Presley's "A Little Less Conversation") and they filled the rest with Holmes' own funky score.

The soundtrack, released last week, collects some of the best tunes from the film, which has music accompanying almost every scene. Like the "Pulp Fiction" soundtrack, the "Ocean's Eleven" disc features memorable excerpts from the film that help tell the story and provide segues from big band to hip-hop to electronic.

Holmes wrote the score and decided on many of the tracks after spending time in Las Vegas and sending tapes back and forth with Soderbergh. "It was a whole sort of mixture of different influences that created the actual flow you hear in the movie," he said.

Presley's groovy "A Little Less Conversation," from his 1968 film "Live a Little, Love a Little," pretty much sums up Holmes' approach to putting music to "Ocean's Eleven."

"The Elvis track completely sprung to me right away," he said. "The first third of the script is gathering the 11 and trying to coax them into doing this monster job. When they were all in, it was 'a little less conversation, a little more action.' That's one of my favorite Elvis tracks ever, and not many people know it. It's very funky and not soulful. It's obvious because it's Elvis and Vegas, but it doesn't sound like him. The whole idea was to do things people knew but weren't obvious."

Holmes took that same approach to finding a track for the club scene where "Ocean's Eleven"'s two biggest stars — George Clooney and Brad Pitt — first meet.

"It was a matter of getting a good leftfield artist, but still a great hip-hop track," Holmes said of "The Projects (Pjays)" by Handsome Boy Modeling School, the collaboration between producers Prince Paul (De La Soul) and Dan "The Automator" Nakamura (Gorillaz). The sample-laden "Projects" features vocals by De La Soul's Trugoy and Del Tha Funkee Homosapien.

"The music is definitely a character within the movie," Holmes said. "It's often in your face, but can be subtle as well. It creates a dynamic and makes everything more believable and cool and funky."

Holmes, who has worked with Manic Street Preachers, Primal Scream and Jon Spencer Blues Explosion in the past, is keeping as busy as any of the "Ocean's Eleven" stars. He'll serve as music supervisor on Clooney's directorial debut, "Confessions of a Dangerous Mind," a film based on the autobiography of "The Gong Show" creator/host Chuck Barris, who claims to have moonlighted as a CIA hitman.

On the album front, Holmes will start on a new mix album next week. He is also writing for his next studio album, searching for bands for his own 13 Amp label and producing a New York band called Joey Zipper.

"They're in the middle of making a very great album," he said. "It's a cross between the Beach Boys, Beatles and My Bloody Valentine. They sing twisted songs in the most beautiful way."