Clooney plays Danny Ocean, an ex-con recently sprung from the slammer. The second his feet step off prison grounds, he makes plans to knock over three Vegas casinos all owned by Terry Benedict (Andy Garcia). Benedict is much-despised among Vegas businessmen for tearing down landmarks; he is much-despised by Ocean because he is dating Tess (Julia Roberts), who happens to be Ocean's ex-wife. By robbing the casinos, Ocean figures he can settle two scores: preserve some of the city's integrity and protect Tess from getting hurt. Actually, he also thinks he might have a shot at winning her back, but the odds seem about as likely as hitting the jackpot.

George Clooney, Brad Pitt, Matt Damon, Elliot Gould, and Don Cheadle plan to rob three Vegas casinos in Ocean's 11

To aid him in his plan, Ocean gathers ten other accomplices. Rusty Ryan (Pitt) is a master card player, now reduced to teaching spoiled young TV actors how to play poker. Linus Caldwell (Damon) is a master pickpocket, quick and smooth with the moves but lacking in the quick-thinking department. Basher Tarr (Don Cheadle) is a munitions expert with a thick Cockney accent. Reuben Tishkoff (Elliot Gould) is a Vegas insider with a personal ax to grind against Benedict. Also helping out are auto mechanics Virgil and Turk Malloy (Casey Affleck and Scott Caan), professional card dealer Frank Catton (Bernie Mac), retired gambler Saul Bloom (Carl Reiner), computer surveillance expert Livingston Dell (Eddie Jemison), and a Chinese acrobat named Yen (Shaobo Qin), whose job will be to penetrate the laser detector-ridden vault.

Part of the fun of Ocean's 11 comes from the fact that the heist - by Ocean's own admission - is impossible to pull off. There's no way eleven guys can outmaneuver armed guards, security cameras, high-tech alarm systems, and steel-reinforced vault doors without getting caught. And yet, you know the team will do all of these things. This is one of those movies where you know the events could never happen in real life but you buy them in the context of the film.

There are three reasons why you buy them: the stars, the director, and the script. Ted Griffin has written a screenplay packed with witty dialogue that carries you over the gaps in logic (just look at the scene in which Linus cons Benedict into thinking he's with the Nevada Gaming Commission to see what I mean). The stars - who have wisely left their egos at the door - take those snappy lines of dialogue and bring them to life. One of my favorite exchanges is between Roberts and Clooney. She calls him a liar and a thief. His reply: "I only lied about being a thief." This is a movie in which all the performers seem as happy to be sharing screen time together as they do to be delivering such great lines. Everyone gets a big scene, but Clooney is the man here. In some ways, Danny Ocean is the role he was born to play: someone charming, smooth, and more than a little bit mischievous. It's a terrific performance.

Soderbergh (one of the true masters of the cinema in my opinion) uses various camera techniques to not only capture the energy of Las Vegas but to give the story some extra texture as well. Heist movies are a dime a dozen; this one feels different because Soderbergh gives it a rhythm all its own. He balances the story so that none of the characters get lost in the increasingly complicated story.

As I said at the beginning, Ocean's 11 has a very high cool quotient. This is a good mix of actors being led by a filmmaker who is known for taking chances and being innovative. Big studio films with A-list actors and name directors are often generic and dumbed down in an attempt to appeal to the lowest common denominator. This one is proof that "big" movies can also be stylish and sophisticated while still being immensely entertaining.

( 1/2 out of four)

Ocean's 11 is rated PG-13 for some language and sexual content. The running time is 1 hour and 56 minutes.