December 7, 2001 | When you really think about it, remaking Ocean’s Eleven makes about as much sense as remaking Clambake, Spinout or Paradise, Hawaiian Style. Just as the latter three films were instantly disposable star vehicles for Elvis Presley, the original 1960 Eleven was a mild and lazy caper flick best remembered as a hand-tooled showcase for the coolest cats -- Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford – ever to prowl in the Rat Pack.

Just how flimsy and forgettable is the 1960 version? Well, if you catch it on cable or home video, you’ll see it is one cult-fave that is more fun to recall or read about than actually watch. The pacing is arthritic, the plotting is formulaic, and even its nominal stars don’t appear to be enjoying themselves.  Sinatra and Martin may have given fine performances on other occasions – i.e., when they were cast in much better movies -- but Lawford is the only Rat Packer here who rouses himself to attempt anything like acting. And even he is repeatedly upstaged by Caesar Romero, who swipes the entire film with his cunning portrayal of a semi-retired mobster who demands a piece of the action.  

So you can’t help wanting to ask the makers of the remake: Why bother? But you know what? If you really did pose that question to Steven Soderbergh, director of the new and improved Ocean’s Eleven, I bet I know what he’d say in reply: Why not?

Right answer.

With all the no-sweat self-assurance of a poker player who’s holding four aces, Soderbergh pulls off something very close to alchemy with this rendition of the not-so-golden oldie. As light and lively as his Traffic was stark and bleak, Soderbergh’s Ocean’s Eleven is a slickly produced and breezily entertaining trifle with a frankly improbable but keenly twisty plot, and ring-a-ding doozie of an all-star cast. The trick to making something like this work, of course, is to never give the audience reason to suspect that they’re not having nearly as much fun as they folks on screen. Not to worry: The players are appealingly playful, and their high spirits are highly contagious.

Screenwriter Ted Griffin wisely junked almost everything in the 1960 edition, retaining only the title, a few character names and the basic idea of a meticulously planned Vegas heist. In this version, Danny Ocean (George Clooney) steps out of a New Jersey penitentiary – looking spiffy in the same tuxedo he turned over to the guards when he first arrived to serve his sentence – and dives headlong into his next big score. Naturally, he needs to assemble a special team of experts. Just as naturally, this entails the kind of long-distance traveling that ex-cons usually cannot attempt.  Soderbergh briefly acknowledges the bothersome limitations of plausibility by pausing for a scene in which Danny phones his parole officer and promises, cross his heart, that he won’t leave town. Then, with that formality out of the way, Danny and the movie hit the road and never look back.

Danny goes to Hollywood to recruit Rusty Ryan (Brad Pitt), his favorite partner in crime, who’s marking time by teaching hot young actors how to be super-cool cardsharps. (A clever touch: When Rusty and one of his students leave a trendy nightclub, Rusty is completely ignored by the fans and photographers who swarm around the student like he’s Brad Pitt.) Rusty is more than ready to consider a career change, so he’s willing to consider Danny’s proposal.

Once he’s won over, Rusty helps Danny obtain financial backing from Reuben Tishkoff (Elliott Gould), a flashy high-roller who was dealt out of his own Las Vegas hotel by slick wheeler-dealer Terry Benedict (Andy Garcia). Reuben thinks Danny’s plan to rob three Vegas casinos on the same night is way too risky. But then Danny plays his trump card – the three casinos are owned by Terry Benedict – and Reuben deals himself into the enterprise.

After that, it’s simply a matter of enticing the right men for the right jobs: Linus Caldwell (Matt Damon), a nimble-fingered pickpocket; Basher Tarr (Don Cheadle), a Cockney-accented munitions expert; Frank Catton (Bernie Mac), a professional card dealer who can serve as Ocean’s inside man; Virgil (Casey Affleck) and Turk Malloy (Scott Caan), getaway drivers who double as quick-change artists; Livingston Dell (Eddie Jamison), a chronically anxious surveillance expert; Yen (Shaobo Qin), a Chinese acrobat whose flexibility is an invaluable asset; and, perhaps most important, Saul Bloom (Carl Reiner), a legendary con artist who’s lured out of retirement with a chance to participate in an irresistibly lucrative scam.

Danny proposes to break into an impregnable underground vault where the money for Benedict’s three gambling meccas – the Bellagio, the Mirage and the MGM Grand, three real Vegas casinos whose owners are presumably much nicer than Benedict  -- is closely guarded. Right from the start, Ocean’s Eleven makes it very clear, with a wink and a smile in the audience’s direction, that this mission is not just impossible, but very close to fantastical. Indeed, there’s even a sci-fi element thrown into the mix, as Basher cheerfully arranges for an electromagnetic pulse to cause a convenient, albeit brief, power outage in Las Vegas. How? You’ll have to see it to disbelieve it.

But never mind: Ocean’s Eleven is a triumph of style over substance, swagger over common sense, and it’s almost impossible not to get jazzed by the sheer audacity of the plotters and their plot. Much of the fun comes from Soderbergh’s ability to keep us guessing: Whenever something appears to go wrong, we’re never entirely sure if the apparent emergency isn’t really part of the plan. Like a master magician, Soderbergh occasionally offers a tantalizing diversion – a warm good-bye here, a sudden SWAT raid there – to distract us from a key plot twist. But he plays fair: He eventually provides flashbacks to “explain” each bit sleight-of-hand trick.

Julia Roberts plays Tess, Danny’s beautiful ex-wife, who just happens to be curator of the Bellagio’s art museum – and current girlfriend of the Bellagio’s owner. (You’ll be shocked – shocked, I tell you! – when you discover that Danny’s master plan isn’t strictly business.) Maybe she did the part as a favor to Soderbergh, after winning an Oscar for playing the title role in the director’s Erin Brockovich. Whatever the reason, Roberts makes the most of her few scenes, despite being unflatteringly photographed, and she develops a nicely edgy give and take with Clooney as Danny tries to worm his way back into Tess’ good graces.

Clooney is first among equals here, effortlessly radiating enough star power to withstand even an electromagnetic pulse. It’s almost inevitable that, when you have an ensemble cast this large, some players will be overshadowed, and others will get lost in the rush. But Reiner makes a strong impression – at times, he sounds as though he’s channeling Walter Matthau – and Pitt, who seems to be snacking on something in just about every scene, gets to swap some droll, deadpan dialogue with Clooney.

Just before they put their plan into action, Danny thinks about the casino owner they’re about to rob, and asks: “Do you think he’ll mind?” Rusty quickly replies: “More than somewhat.” And he’s right. But, as Soderbergh might say: So what?