Rarely has a film been as simultaneously pleasurable and as disappointing as Steven Soderbergh's version of Ocean’s Eleven.  Compared to the original, it's a dramatic improvement, but when held up to the four incredible pictures the much-feted director has pumped out over the last few years (Traffic, Erin Brockovich, The Limey, Out of Sight), the film doesn't seem nearly as impressive.

Ocean’s is only a remake in the loosest sense of the word (Tim Burton's "re-imagining" of Planet of the Apes was much closer to its original version). Other than having a cast of A-list stars who knock over some Las Vegas casinos, pretty much everything else has changed.  And that's mostly a good thing.  The 1961 rendering was a weak heist film, but nobody cared because the cast was comprised of the biggest stars of the day (Frankie, Dino, Sammy, etc.), burning the picture into the collective memory of the public as the first to showcase the Rat Pack.

It's strange because, at least on paper, the casino job in the original sounds much more exciting than the new version.  Frank and his boys took down five joints at the same time (which is why he needed such a big crew). In 2001, however, the 11 criminals are after just one vault, which happens to house the money for three of the city's most profitable casinos – the Bellagio, the Mirage, and the MGM Grand.

Ocean’s opens with Danny Ocean (George Clooney, O Brother, Where Art Thou?) being released after serving a four-year prison sentence that resulted in him losing his wife, Tess (Julia Roberts, America's Sweethearts).  After breathing the sweet air of freedom, Ocean heads to Vegas to hook up with fellow con Rusty Ryan (Brad Pitt, Spy Game) and proceeds to lay out his prison-hatched plan for the casino heist.  The next thirty minutes are spent assembling a team of the finest criminal minds, each with their own special expertise (it's kind of like Fox Force Five).  Everyone is promised an equal cut of the take, which is projected to exceed $150 million.

What the ten other guys don't know is Ocean's real reason for picking these particular casinos to rob.  Each is owned by Terry Benedict (Andy Garcia, Lakeboat), the man who currently wears Tess on his arm.  So driven by the pursuit of green and the pursuit of pink, the heist goes down during a heavyweight title fight between Lennox Lewis and Vladimir Klitschko.  After seeing The Score and Heist over the last few months, Ocean’s big robbery scene and its aftermath seem fairly routine (and screenwriter Ted Griffin's dialogue is downright awful compared to Mamet's ear candy).  But it's still much better and much more detailed than the original (and the outcome is different).

Parts of Ocean's get bogged down with clichés, plot holes and stock characters.  One of the biggest problems is the relationship between the 11 criminals.  Some have never set eyes on each other, which seems odd if you're, literally, trusting them with your life.  In the original, the men were all paratroopers in World War II.  They knew each other.  They trusted each other.  It just made more sense, but it also eliminated the need to develop each character, which would have been a nightmare for something with a cast that size (as it was, three of the 11 barely had any lines).  The new film doesn't bother with much character development, but we need it because these 11 don't have any history together.

Okay, that's a lot of complaining.  There are plenty of great things about Ocean's, too.  Soderbergh, who, again, shot the picture himself (but is forced to go uncredited again, like Traffic), peppers the film with a handful of really great set pieces and one terrific post-heist shot in homage to the original. Ocean's looks fantastic thanks to the pretty-boy cast, Soderbergh's cinematography and the editing of Oscar winner Stephen Mirrione (Traffic). The acting is, for the most part, much more entertaining than the over-hyped Rat Pack version...with the exception of Roberts, who, thankfully, doesn't have much screen time (she doesn't rear her ugly head until nearly 60 minutes into the film).

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for some language and sexual content