by Ray Pride

When is a remake not a remake? And when is a very well-made movie not all that interesting?

Ocean's Eleven is a great test case for both questions. An easygoing lark, Steven Soderbergh's all-star Vegas heist caper takes its basic form from the definitely not-so-hot 1960 Rat Pack prank memorable only for its cast of Frank Sinatra, Dean Martin, Sammy Davis, Jr., et al. As director, cinematographer and driving force behind the 2001 edition, Soderbergh focuses on the mechanics of how $150 million could be stolen on the Strip in a single night during a heavyweight championship fight. Ted Griffin's script is filled with twinkly asides, but the plot neglects pretty much everything except how the robbery will go down.

The assembled cast, with the kind of magazine-cover good looks and celebrity wattage rarely put together in the modern-day one-star-per-picture era, could almost command that amount in salary and perks.

Ocean's Eleven is a day off from seriousness and self-seriousness. George Clooney plays Danny Ocean, the ex-con who orchestrates the crime and rounds up his outlaw pals, each with their own specialty. All the actors but Clooney seem to have relished their roles for the chance to play against type: Brad Pitt is a quiet card shark; Matt Damon is a Chicago con man; and Bernie Mac steals his every scene as a prison buddy of Ocean and veteran casino dealer. Carl Reiner and Elliott Gould are two old hands whose performances steal every scene from the other scene-stealers. Andy Garcia makes for a lightweight antagonist as an equally reserved down-on-his-luck casino and hotel mogul; Casey Affleck, Scott Caan and Don Cheadle are among the other players, each with sly notes of their own. And Julia Roberts? As Ocean's dirty little secret, the ex-wife he wants back, and is certain his crimes will lure? Julia sure loves those roles where she doesn't smile until the end of the picture.

So it's essentially a performance vehicle: the plot is insane, and the actual robbery isn't very thrilling, especially when compared to the dozens of similar scenes we've all seen over the years. Everyone's pretending. Everyone's got a secret goal. Las Vegas is where they all hope to reinvent themselves. But listen to Clooney lay out the particulars of pillaging the Bellagio, the Mirage and the MGM Grand to his band of merry hoods. The words don't matter: it's the commanding twinkle in the eye, the soft, insinuating burr in Ocean's voice.

Could this buoyant bit of starshine be from the same man who made Erin Brockovich and Traffic? Yes, and it's strange to say his seriousness still shows in this experiment in simple charm, in attempting to make the oldest cliches lighter than air. Soderbergh, working as his own cinematographer for the second time running, combines a flattering gloss on his stars' features with seemingly spontaneous framing and cutting. It looks a lot more like Out of Sight than a big-budget star vehicle, but it's eye candy all the way through. (One unusual accomplishment is the access the production had to the Bellagio: very few films set in Vegas have ever had such access to all the features and furnishings of a big, splashy casino.)

In the end, however, Ocean's Eleven is great fun but not fully worthy of its director's gift. Soderbergh has almost finished another picture with Roberts, due to be released in March, an unofficial sequel to sex, lies and videotape called Full Frontal. Perhaps then he'll be back to being smart about smart things, instead of being sly about foolish things.

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