George Clooney in Ocean's ElevenOCEAN'S ELEVEN

Danny Ocean has an idea. Just paroled from prison, this Las Vegas smoothie (played by George Clooney) decides to rip off three of the city's casinos, the profits from which are all stored in one underground safe. In order to successfully pull off the caper, Ocean assembles 10 of the smartest, shiftiest cons he knows to form a labyrinthine plot that'll net the crooks upwards of $160 million. The problem: The safe in question is more heavily guarded than Fort Knox, and getting in the vault is small potatoes compared to how difficult it will be to leave the area once they have.

Of course, this idea has been attempted before, when Frank Sinatra and the rest of his Rat Pack cabal tried it in Lewis Milestone's 1960 version of Ocean's Eleven. Now, its remake is being helmed by indie-fave-gone-mainstream Steven Soderbergh, and instead of a group of performers who'd rather be downing tequila shooters and romancing coatcheck girls, the felons in question include a stalwart group of actors: In addition to Mr. Clooney, we're treated to the likes of Brad Pitt, Matt Damon, Carl Reiner, Elliott Gould, Don Cheadle, Bernie Mac, Casey Affleck, and Scott Caan, with Andy Garcia as Terry Benedict, the casinos' owner, and Julia Roberts as Tess, Benedict's girlfriend and Ocean's ex-wife. In case you hadn't yet gleaned it, this is what is called a Star Package, where matters of plotting and performance are almost peripheral to the opportunity to see a bunch of movie stars, many of them incredibly good-looking, having a killer time onscreen together.

In short, Ocean's Eleven could easily have turned into the new millennium's version of Cannonball Run, in which you could see that the stars were enjoying themselves immensely but somehow forgot to invite us to the party. By contrast, this new Ocean's Eleven is a terrific affair, sleek and effective and totally enjoyable, and it's hysterical to see how many film critics actually seem to be put off by that. Soderbergh's film has already received several raves, but far more interesting are its pans, the subtext of which is always the same: How could this Oscar-winning director and this cast deliver something so completely inconsequential? It's as if these critics are implying that unapologetic popcorn entertainment should be left to the hacks, and that this group should focus their energies on weightier works.

It seems to me a ridiculous argument, because Steven Soderbergh has concocted a sublimely unapologetic popcorn entertainment, one that's meant to be nothing more than two hours of carefree cineplex fun, and considering that we're inundated by films of this sort all year long, it's a genuine thrill to see one as beautifully crafted as Ocean's Eleven. That's not to say that the story is by any means revelatory; in fact, as elaborate-crime-spree flicks go, this one rates slightly above David Mamet's recent Heist and slightly below this summer's The Score, and that's just this year. But, bless his clever-lovin' heart, Soderbergh doesn't treat this assignment as a fool's errand; his direction is easily as confident and precise as it was in Traffic. Soderbergh loves playing with his films' time-schemes - you can track this back to his sex, lies & videotape debut, in which we saw the results of James Spader and Andie MacDowell's assignation before the encounter itself - and he has a great deal of fun with the movie's flashbacks and the moments leading up to the The Big Heist, when the film's abrupt changes in time and place would be confusing if Soderbergh weren't so fully committed to every moment he shoots. Serving as his own cinematographer (as he did in Traffic), Soderbergh gives Ocean's Eleven an immediacy that's a little bracing. This is due, in part, to the razor-sharp editing (for which Soderbergh worked closely with collaborator Stephen Mirrione), but also to his astonishingly professional acumen. His direction is filled with sly tricks - there's a wonderful series of shots in which crowds of people watch as an abandoned casino is demolished, while our leads focus their attentions elsewhere - but he's also savvy enough to get out of his performers' way when the scene demands it; even though he's created a style that flags his pictures as "Steven Soderbergh films," he might be our most beautifully self-effacing Great Director.

No doubt, that's why he was able to snare the cast he has for Ocean's Eleven, and it breaks your heart a little that not all of them are in fighting form. Matt Damon, for instance, is stuck playing the group's youthful, unpolished recruit, and despite sharing a fine, funny scene opposite the sensational Bernie Mac, he's all wrong for his role; Damon seems a good 10 years too old for his character and quickly becomes the movie's token Wet Blanket. (You have to go back to 1998's Rounders for the last time it looked like Damon was having fun in a leading role.) Don Cheadle - who, in film after film, is always this close to being terrific without quite getting there - delivers his lines in a Cockney accent so brazenly phony that you keep waiting for it to be a plot point. And depressingly, Soderbergh's Oscar-winning star of Erin Brockovich comes off worst of all. In general, it's a bad sign when Ms. Roberts refrains from smiling for the duration of her screen time (memories of Michael Collins and Mary Reilly flood your mind), and in Ocean's Eleven she's required to be bitter and abrasive throughout, and when Damon's character off-handedly remarks on how stunning she looks, you're taken aback, because she looks terrible - forlorn and tired and bored. She trades barbs with Clooney well enough, but a downbeat Julia Roberts does nothing to enhance a Star Package.

Little matter. Ocean's Eleven gives you plenty of other movie stars to watch. Clooney is in ultra-confident, unbelievably suave form (you look at him and say "That's a Movie Star"); Brad Pitt gives the most entertaining Regular Guy performance of his career, never better than when gently mocking the poker-playing attempts of some Young Hollywood hotshots (playing themselves, Topher Grace and Joshua Jackson are hysterical); and Andy Garcia is better than he's been in years, tough and threatening and almost unbearably debonair. The rest of the film's supporting cast also shines, with special mention going to octogenarian Carl Reiner, who pulls off the neatest trick in the movie; he's so wily and moving as an aging hustler that it takes a while to realize that, in his part of the heist scheme, he's conned you along with his dupes. Working with a smart, cagey script by Ted Griffin, Soderbergh's Ocean's Eleven is Hollywood craftsmanship at its most purely pleasurable; expect nothing more than a wonderfully executed trifle and you won't be disappointed.

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