December 9, 2001 -- "Ocean's Eleven" is a very thin, but very slick caper movie. There is no substance to it, but it is a lot of fun to watch.

Steven Soderbergh ("Traffic," "Erin Brockovich") not only directed this film, but he was also the main cinematographer on the film (he was also behind the camera in "Traffic"). Is this guy talented or what? Here he has made a very good looking piece of eye candy.

This slick Las Vegas caper film is based on a 1960 screenplay of the original film, starring Frank Sinatra, Dean Martin, Sammy Davis Jr. and the rest of the "rat pack." I haven't seen the original, but I've heard the remake is much better. The remake stars George Clooney, Brad Pitt, Julia Roberts, Matt Damon, Don Cheadle, Andy Garcia, Elliot Gould and Carl Reiner, among others. Of course Roberts and Cheadle starred in Soderbergh movies last year.

Clooney of "Three Kings," plays Danny Ocean, an ex-con who comes up with the idea of knocking over a vault used by three major Las Vegas casinos. It just so happens that the casinos are owned by Harry Benedict (Andy Garcia of "Night Falls on Manhattan"), a guy who is with Ocean's ex-wife, Tess (Julia Roberts of "Erin Brockovich"). The smooth-talking Clooney talks some con men buddies of his into the job, including the bickering high-tech brothers from Utah, Virgil and Turk Malloy (Casey Affleck of "American Pie 2" and Scott Caan of "Gone in 60 Seconds"), explosives expert Basher Tarr (Don Cheadle of "Traffic"), Rusty Ryan (Pitt of "The Mexican"), pickpocket Linus Caldwell (Damon of "All the Pretty Horses"), Frank Catton (Bernie Mac of "Original Kings of Comedy") and Saul Bloom (Carl Reiner of "The Adventures of Rocky and Bullwinkle"). Ruben Tischkoff (Elliott Gould of "American History X") is the money man.

The group plans to rob the vault during a heavyweight championship fight, when there should be a huge amount of money in the vault. As in most caper movies, the thieves have to get past a bunch of armed guards and a very high-tech security system, with all sorts of alarms and closed circuit television cameras. Rather than using a lot of force, the con men come up with a plan that uses a lot of trickery. There is a long setup before the heist, and an extended heist sequence. Soderbergh knows just how to milk the formula for maximum effect and keeps some surprises until the end. Suffice it to say this is a very elaborate scheme.

Of course, the scheme is so elaborate, and so many things could go wrong, and the timing is so delicate, that it probably wouldn't work, but who cares? The film is so well made that it is fun just watching this elaborate plan unfold. The dialogue is especially sharp (Ted Griffin, "Ravenous," adapted the screenplay from the original). Many of the characters are smart and so is the patter. It is an intricate, but light romp. It is old-fashioned Hollywood formula film making at its best. This film rates a B.

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