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A remake of the legendary 1960 film that first brought Frank Sinatra, Sammy Davis, Jr., and Dean Martin together on screen, the new Ocean’s Eleven is Steven Soderbergh’s bid at mainstream popularity. After winning big with Erin Brockovich and Traffic, Lady Luck is still smiling on Soderbergh and, while he might not have hit the jackpot, she certainly gave him a decent payoff.

For the Love of Money

Clooney and Pitt steal Las Vegas

Danny Ocean (George Clooney, Out of Sight) is a con man on probation and itching to get back in the game. Within no time of regaining his freedom, he’s on the phone and on the prowl making connections for the next big gig.

His lineup of trusted pickpockets, cons, and tricksters includes Rusty Ryan (Brad Pitt, Fight Club), Linus Caldwell (Matt Damon, The Talented Mr. Ripley), and Frank Catton (Bernie Mac, Booty Call).

Their target: Terry Benedict (Andy Garcia, The Godfather Part III), the multi-billionaire behind three of Vegas’ most popular casinos, the Bellagio, the MGM Grand, and the Mirage. (Coincidentally, Terry is dating Danny’s ex-wife, Tess (Julia Roberts, Erin Brockovich).)

The stakes: Roughly $160 million stashed in the three casinos’ common vault (deep in the heart of Vegas), life, liberty, and the pursuit of happiness.

The Game is Afoot

The huge, star-studded cast of Ocean’s Eleven outshines the ho-hum heist at the film’s center. The caper is a rehash of clever concepts pinched from other cops and robbers epics, including Speed and Bandits, but the screenplay finds its own identity by adding romantic entanglements not exploited in the original – a sure sign Soderbergh is in the building.

Even though the story falls short of a full house, the cast hits a bullseye. For starters, Clooney provides the same smooth, grace-under-pressure charm he exhibited in Three Kings.

Pitt is in fine form as Danny’s smart and understated sidekick. He’s been on the sidelines of late, playing card games with up-and-coming wannabes, and in serious need of getting back into the majors.

The one misfit in their ragtag bunch of pretty-boys is Basher Tarr (Don Cheadle, Traffic). With a forced British accent and slang nobody understands, Basher seems more out of place than the script was prepared to deal with.

Of course, Roberts is radiant as Tess, but her role is rather small, albeit significant. She makes a pretty partner for Terry, but her old ties to Danny come back to haunt her in a nice turn of events that makes it clear what is really at stake.

As for Terry, he carries prestige and wealth with a firm hand. Garcia, having learned the ways of the heavy in movies like Goodfellas, has an icy-cold glower and makes for a smart, formidable opponent.

Surprisingly, though, it’s Reuben Tishkoff (Elliott Gould, Bugsy), the old school casino mogul forced out of business by Benedict’s glossy new venues, who almost steals each scene with his gaudy garb and windshield-size eyeglasses. Gould is almost unrecognizable and the character is quite a piece of work.

Coupled with Saul Bloom (Carl Reiner, The Dick Van Dyke Show), an aging conman with a bad case of tummy trauma, the two recall the glory days of a Vegas era long gone.

Along the way, there’s also a wealth of quirky minor characters that offer some easy humor and add to the film’s overall lighthearted mood. It’s a tribute to the writer (Ted Griffin, Ravenous) that the original material was spiced up with a smorgasbord of interesting characters, each with an immediate sense of personality without looking like a cookie-cutter cutout.

Two Shots of Happy, One Shot of Sad

Ocean’s Eleven is a sort-of love letter to the glitz, glamour, and high-life of Las Vegas and its menagerie of colorful characters. It’s just unfortunate the pacing doesn’t keep up with the whirlwind of activity suggested by its Vegas backdrop. The film would have been better if it had gone for broke instead of coming across as carefully executed as the plot’s massive heist.

Less artsy than Traffic and more straight forward than Out of Sight, Ocean’s Eleven provides a fine vehicle for Soderbergh to dabble in mass appeal. But, at the same time, it proves that creating pure popcorn entertainment isn’t as easy as it looks.

This movie has the cast, it has the concept, it has the location, and it has the budget. But it doesn’t have the crisp pacing that should spur the material along. To its credit, though, it does take the been-there-done-that material of the heist movie and spices it up with a sincere sense of romance.

It’s that romantic wildcard that keeps the eyes glued to the screen and ultimately provides the realization that, without a doubt, Soderbergh did it his way.