Ocean's Eleven. Directed by Steven Soderbergh. Written by Ted Griffin, based on a screenplay by Harry Brown and Charles Lederer, from a story by George Clayton Johnson and Jack Golden Russell. With George Clooney, Matt Damon, Andy Garcia, Brad Pitt, Julia Roberts, Casey Affleck, Scott Caan, Don Cheadle, Elliott Gould, Bernie Mac, and Carl Reiner. A Warner Bros. Pictures release. At the Apple Valley, Flagship, Holiday, Hoyts Providence 16, Showcase, and Tri-Boro cinemas.

Maybe it makes sense to remake a movie that wasn't that great the first time, and that no one remembers with great fondness. You won't have anyone comparing your film unfavorably with the original, and you won't have legions of Internet geeks picking apart your lack of fidelity to the creator's vision.

Still, it's not clear why so many of Hollywood's biggest names wanted to redo Ocean's Eleven, the 1960 film remembered more as a Las Vegas Rat Pack home movie than for its cast's near non-performances as non-characters involved in a non-story about a multiple casino heist. Then again, generic heist movies with high-caliber casts are trendy this year (see The Score and Heist). And for sheer extravagance and superfluousness, Ocean's Eleven tops them all. Hey, if we can't still enjoy generic, extravagant, and superfluous Hollywood spectacles, then the terrorists win.

Aside from some arcane in-jokes and pointless cameos, the multiple-casino-heist premise is about all this version has in common with its Frankie-Dino-Sammy-Peter-and-Joey predecessor. The motivation is a little simpler this time; instead of loyalty to war buddy Sinatra, the 10 other thieves and con men here are freelance professionals lured to the scheme of Danny Ocean (George Clooney) by simple greed. The pot's a lot bigger now; 41 years of inflation have raised the stakes from $5 million to $160 million. Of course, Danny is also plotting to win back ex-wife Tess (Julia Roberts) from Terry Benedict (Andy Garcia), the casino kingpin whose three Vegas hot spots Danny and company are plotting to fleece.

Roberts has an especially thankless part here. She's the only woman in this testosterone fest, and her role is little more than a glorified cameo. In her one big scene with Clooney, she gives as good as she gets, proving all too resistant to his charms -- which leaves it unclear why they were attracted to each other in the first place or why he wants her back so badly. Okay, Tess does look like Julia Roberts, but even that doesn't matter much, since Roberts hasn't been photographed this unflatteringly since Mary Reilly.

No, this is a boy movie, and the real romance seems to be going on between Clooney and right-hand man Brad Pitt. Clooney keeps trying to impress Pitt with his self-depreciating charm, but Pitt maintains his bemused detachment, refusing to let Clooney catch him off guard. Their punch-in-the-biceps repartee underlines the film's real subject: a study of different types of masculine cool. The spectrum runs from the raw bickering of the rookies (Matt Damon, Casey Affleck, and Scott Caan) to the cockney swagger of Don Cheadle (a tribute to Guy Ritchie?) to the old-school vaudeville professionalism of Elliott Gould and Carl Reiner, who haven't had parts this juicy in years and bite into them with gusto.

The odd man out is Garcia; Ted Griffin's screenplay does him no more favors than it does Roberts. Sure he's a control freak and not a nice guy (Garcia's usual stiffness works to his advantage here), but he's not a criminal, and he's not hissably evil. To real-life Vegas moguls like Kirk Kerkorian and Steve Wynn, who allowed their casinos to be used (and putatively robbed) in the film, Garcia's coldly calculating Benedict is probably a compliment.

But then, icy professionalism is the chief pleasure of heist movies anyway -- watching a team of disparate personalities assemble, come up with a plan, carry it out, and, if they're lucky, turn the inevitable accidents and roadblocks into opportunities to improvise something better. The process is a lot like making a movie, a similarity apparently not lost on the filmmakers. In a soundstage-like warehouse, the thieves build a set that's a replica of the vault they plan to rob, and the edited videotapes of their rehearsal of the robbery, along with their acting skills as con men, become key later on.

Here, the icy professional in charge is Steven Soderbergh, who after his 2000 double play of Erin Brockovich and Traffic is out to prove to Hollywood he can handle anything else it might throw at him, including large-scale action movies. There's no small entertainment value in watching him carry off this caper with aplomb.

Issue Date: December 7 - 13, 2001