Hollywood loves a good heist caper, and where better to have a high-stakes, high-reward caper than Las Vegas? Ocean's Eleven, the remake of the Rat Pack showcase film, delivers a tremendous amount of style and planning in the city devoted to risk and reward.

At the film's opening, Danny Ocean (George Clooney) is out on parole -- and ready for some big action. After meeting up with his buddy Rusty Ryan (Brad Pitt), Danny reveals his big plan: rob three casinos -- the Bellagio, the Mirage, and the MGM Grand -- in one night, walking away with $150 million in cash. The three all happen to be owned by Terry Benedict (Andy Garcia) in this twist on the classic gambling movie.

As you can imagine, such a big feat requires both a big plan and a big team. Bankrolled by Reuben Tishkoff (Elliot Gould), Danny and Rusty assemble an eleven-man team, with skills as varied as computer hacking, gymnastics, pickpocketing and grifting. (The ensemble for the supporting cast is an impressive collection of acting talent, including Matt Damon, Don Cheadle, Bernie Mac, and Carl Reiner.) They stake out their target (which holds the money for the three casinos), make their plans, and get ready for the big score.

But what would a heist in Vegas be without a dame? In this case it's Tess (Julia Roberts), a beautiful, smart, witty woman -- who happens to be Danny's ex-wife and Terry's current girlfriend. Is Danny more interested in getting her back than in the millions? Is his desire to get back at Terry going to jeopardize the plan? And how exactly will the crew both get past security and walk $150 million in cash out of the middle of the desert?

Ocean's Eleven is all about the cool -- handsome stars, extravagant casinos with roulette -- but thanks to a great cast and the nice touch of director Steven Soderbergh, it works very well. Clooney and Pitt were already stars when this was made, and their chemistry and easy interaction (at one point Danny makes a convincing speech to Rusty -- then asks what Rusty thought of it) show why these two are leading men. The actual heist and plan are appropriately convoluted (and extremely unrealistic, naturally) but play out as a fun reverse Mousetrap, which each event leading to the next one. And the extensive behind-the-scenes features on the dvd show just how much effort went into making this movie look so effortless.

Ocean's Eleven was followed by two sequels, but for modern coolness you can't beat the 2001 movie. It's slick, it's stylish, and it's a lot of fun.

Overall grade: B+

Reviewed by James Lynch

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