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A star-studded cast makes this Rat Pack redo a safe bet at the box office.

"Ocean's" Breeze

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If kids have "Harry Potter" this holiday season, then "Ocean's Eleven" is the fantasy wish fulfillment for grown-ups. An all-star remake — and I do mean all-star — of the 1960 movie that spawned the notorious Rat Pack, this crime caper has little on its mind other than having fun.

To that end, Oscar-winning director Steven Soderbergh keeps the action and story breezy and nonchalant. "Ocean's Eleven" is all about style and star power. If this latest from the talented Soderbergh seems oddly out of character, banish that serious-minded prejudice. "Ocean's Eleven" has an insidious, infectious charm, and you can tell it was as much fun to make as it is to watch.

Although Soderbergh's cast can't begin to match the icon status of original Rat-Packers Frank Sinatra, Dean Martin or Sammy Davis Jr., it is definitely the main attraction. In this day of $20 million-per-movie performers, it's rare to see so many bona-fide stars in one picture. Watching them amiably bouncing off one another is this movie's big treat, no matter how inconsequential the material.

Soderbergh's "Ocean's Eleven" isn't so much a brazen plan to rob three Las Vegas casinos as it is a master's class in good, old-fashioned entertainment. A little danger, a little comedy, a little drama and oodles of sexual tension. After bemoaning the apparent demise of sexual chemistry on-screen in recent romances, the snap, crackle, pop between George Clooney and Julia Roberts is something to cheer.

Although not on-screen as much as her gaggle of male co-stars, it is Roberts' character, Tess, who lies at the heart of the heist. Less than 24 hours after being released from prison, dapper Danny Ocean (Clooney) is planning the biggest heist of his career. The target? A maximum security vault at the center of three of Vegas' biggest casinos. The score? Up to $150 million in cold, hard cash. Since it would be easier to break into Fort Knox, Danny enlists the special skills of other gentleman thieves.

Watching Danny and his right-hand man, Brad Pitt's Rusty Ryan, assemble their criminal dream team is part of the fun. Matt Damon is the nimble pickpocket. Don Cheadle's Basher can blow up anything, while Bernie Mac's Frank can deal cards and keep an eye on every activity on a casino floor. Veteran stars Carl Reiner and Elliott Gould play small but vital roles: Reiner's Saul has run every con there is; Gould is Reuben, the wealthy ex-casino owner who's bankrolling the Ocean's heist.

Though frank about the job's risks and potential rewards, Danny fails to enlighten the gang as to why he's picked these three casinos. It seems they belong to Terry Benedict (Andy Garcia), a deadly entrepreneur who just happens to be sleeping with Danny's ex-wife. Yes, that would be Roberts' Tess. And Danny wants her back. When Tess makes her first appearance, a good 45 minutes into the action, it's clear that the feeling is not mutual. Or is it?

Unlike other "howdunit" caper flicks, this film's director Soderbergh could care less about building toward the big heist. In fact, much of what transpires is blatantly preposterous. No, this movie is all about surfaces and style, grace notes and charisma. Working as his own cameraman (under the nom de plume of Peter Andrews), as he did with "Traffic," Soderbergh manages to bathe the action and actors in a flattering warm glow without sacrificing his trademark rough-and-ready visual style.

There's also a refreshing coyness running through "Ocean's Eleven," even in the film's final credits. The seemingly endless list of male stars concludes with "... and introducing Julia Roberts as Tess." A final tweak that sends the audience home smiling.

"Ocean's Eleven" won't win any awards, but it clearly has no such lofty goal. It's pure escapist entertainment cut with undeniable Hollywood glamour. It is perhaps just the perfect hip, holiday antidote for world-weary

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