It's not such a great compliment to say that Steven Soderbergh's remake of Ocean's 11 blows the doors off the original. The 1960 version was kind of a drag--a pompous, overlong commercial for Las Vegas dressed up as a hipster heist movie. Because it starred Frank Sinatra, Dean Martin, Sammy Davis Jr., and a gaggle of sycophants, the original could purport to be about the joys of stardom--lounging around with your war buddies, sipping cocktails, and getting massages while you plan an impossible robbery (before putting the stones to Angie Dickinson). The problem was that Frank, Dean, and Sammy were great singers but lousy movie stars; they had tremendous self-confidence, but absolute zero self-awareness. Thus, the film wound up being a portrait of plain old vanity. Though the slangy insouciance we associate with the Rat Pack is in full ring-a-ding-ding swing, the original is indulgent in ways you wouldn't expect. Frank's part in particular is suffused with an existential dolor that rings about as true as Sammy's glass eye. (We all know Frank never quite got over Ava, but Jesus Christ, how are you supposed to feel sorry for Sinatra?)

This stripe of sentimental moisture subverts the one thing the original had going for it: star power. What's left over is a turgid caper, a dose of misogyny, a couple of tunes, and 127 minutes of unchecked ego.

The remake stars George Clooney, Brad Pitt, and Matt Damon, three men who may not be able to carry a tune between them, but who are movie stars of the highest caliber; three men who have mastered the art of seeming--as opposed to being--cool. This affords them the option of self-effacement, which is the straw Soderbergh uses to stir the coolness cocktail, revealing as he does not just the power, but the pleasure of watching real movie stars at work as actors.

Clooney, who is now officially peerless in the lovable rogue department, plays Danny Ocean, a thief who gets out of prison and immediately begins planning his next score: a seemingly impossible heist of three Vegas casinos at once. Brad Pitt, who has never been as relaxed or as good as he is in this film, is Rusty Ryan, Ocean's friend and foil, who helps him assemble the team. Soderbergh gets an obvious kick out of the recruitment scenes (Ocean shows them the plan with a PowerPoint presentation) and from the easy, lifelike rhythm of the patter that materializes between the men in the crew. To his credit, however, he reins the actors in, and keeps the insurmountability of the odds against the caper in the foreground.

By the time we discover what Ocean's really got up his sleeve--his ex-wife (Julia Roberts) is dating the casino's sinister president (Andy Garcia)--we're pretty well invested in seeing his plan come together, and because he's George Clooney, we're rooting for him all along, even as he smiles at the charm of his own smile. The heist itself pulls off the neat trick of staying two steps ahead of the audience, while seeming to be at least a step behind, and beset on all sides by its own impossibility.

By way of sheer wattage, the new Ocean's 11 can't help but be a movie about movie stars. Even the Girl, a nothing role, the one female part in the whole picture, is played by the world's biggest movie star (Julia Roberts). Fortunately, unlike their Rat Pack forebears, these stars have the good sense to defer to a director who knows what makes them look good. They're supported by a bevy of top-flight character actors--including Don Cheadle (rocking a pretty good English accent), Elliott Gould (who hasn't seemed so alive onscreen in 25 years), Carl Reiner (who hasn't been this funny since The Dick Van Dyke Show), and Eddie Jemison (a.k.a. Nameless Numberhead Man from Schizopolis)--and buoyed by Soderbergh's rich, wry visual style. Though there are many imperfections here (several jokes fall flat; Roberts' character is distractingly null; the ending is strangely vague), the design of the production, by which I mean not only the film's impeccable look, but its honorable intention, is as gorgeous as the actors themselves.