'Ocean's Eleven': Winning Numbers

"Ocean's Eleven" poses a delicious dilemma: Who's more adorable – 1994's "Sexiest Man Alive" or 1997's?

Brad Pitt or George Clooney?

The sexiest men head the stellar cast of this glamorous, good-natured update of 1960's "Ocean's Eleven," a clunker sure to have been forgotten if it hadn't showcased Ol' Blue Eyes and his boozy posse, the Rat Pack.

So why remake it?

Fortunately, Steven Soderbergh didn't, not really. Although both movies center on daring heists in Las Vegas, there's a world of difference between this fun-loving, carefully crafted romp and the Rat Pack's misogynistic, amateurish crap-shoot.

Soderbergh, who directed "Traffic" and "Erin Brockovich," beat the odds when it came to Oscar contenders 2000, but he doesn't gamble with success. So even though the environment reeks casual chic, the picture bespeaks high maintenance. Vegas, the rhinestone-loving whore, has been transformed into a first-class call girl.

There are no Elvis impersonators, no one-armed bandits, no all-you-can-eateries, no "Fear and Loathing." At least the camera doesn't point in their direction. The casinos belong to the high rollers, the movers and sheiks. When the Bellagio's fountains frolic, it's not to the strains of Newton's "Danke Shoen," but to Debussy's "Clair de Lune."

Danny Ocean (Clooney) sets the tone when he emerges from a New Jersey penitentiary dressed in a spotless tuxedo. Less than 24 hours after he's paroled, Danny has hatched a daring plan to rob three Sin City casinos of $160 million in one night. All of them are owned by Terry Benedict (Andy Garcia), a ruthless entrepreneur who prides himself on the invulnerability of his vault.

With the help of Rusty Ryan (Pitt), his equally dapper former partner in crime, he handpicks a 10-man team of specialists. The most memorable are Don Cheadle as a fun-loving demolition expert, Matt Damon as a morose master pickpocket and Carl Reiner as a venerable grifter.

After assembly of the colorful crew – a lot of fun in itself – the elaborate planning begins. The viewers see just enough of the blueprint to feel they're in on the heist, but not enough to rob the intricate plot of suspense or surprise. During the job, writer Ted Griffin ("Best Laid Plans") forces the heroes to overcome many plenty of unforeseen obstacles.

Much to Rusty's annoyance, there's more than money at stake. The target of the heist is also Danny's ex-wife, Tess (Julia Roberts). After Danny's arrest, she moved to Nevada, took a job at the Bellagio and wound up on the arm of terrible Terry Benedict. Naturally, dapper Dan is hoping to win her back.

Like Angie Dickinson, who played the first Mrs. Ocean, Roberts is set decoration. She and Clooney set off a few fireworks in the handful of shared scenes, but the key to the movie's success, of course, is the relaxed camaraderie between Clooney and Pitt. They make lovable rascals, which is no stretch. Reiner, on the other hand, gives one of his best-ever performances, as a broken-down con artist who rediscovers his muse.

Soderbergh won't hit the Oscar jackpot with "Ocean's Eleven," but he has come up with a stylish winner.

OCEAN'S ELEVEN (PG-13, 116 minutes) – contains language and sexuality. At area theaters.