Ocean's 11

To put things in Las Vegas terms, "Ocean's Eleven" promises to be a cinematic, all-you-can-eat buffet, with a veritable smorgasbord of big-name stars, glamorous locations and almost painfully hip dialogue and action.

But this cheeky caper thriller is really more of a sampler plate that's not nearly as filling as you might have hoped.

Mind you, it's still possible to come away satisfied — and without a painful case of indigestion from overindulgence. (Say what you will about this film, at least it's not an overblown spectacle like so many Hollywood movies these days . . . "Pearl Harbor" anyone?)

Besides, it's a better, more consistent film than the one it's based on, the 1960 Rat Pack movie that's more notable for having an all-star cast and a clever twist ending rather than for being a timeless classic.

Taking the place of the late Frank Sinatra in this remake is George Clooney, who stars as ex-con Danny Ocean. He's just been released from prison and is already getting himself into trouble.

Quickly hooking up with his cohort Rusty Ryan (Brad Pitts), Danny comes up with a plan to steal millions from three Las Vegas casinos. To do that, they'll have to recruit a team of specialized crooks, which includes a pickpocket (Matt Damon), a retired flim-flam man (Carl Reiner) and a demolitions expert (Don Cheadle).

There's just one hitch — it appears that their leader may have an ulterior motive, since the targeted casinos are owned by Terry Benedict (Andy Garcia), a ruthless tycoon who is romancing Danny's ex-wife (Julia Roberts).

Surprisingly, director Steven Soderbergh lets the film get off to a slow start. In particular, the first hour's setup seems to take forever, which is why it's fortunate that things pick up considerably in the second half — and that Soderbergh is working with this cast.

Despite all the names, though, the real star here may be Ted Griffin's quippy script, which the cast seems to relish reading. The banter between Clooney and Pitt is priceless, suggesting that someone should try teaming them again — next time with less character clutter.

The emphasis on those two characters also leaves little more than table scraps for the rest of the cast. Only co-stars Damon and Reiner make much of an impression, while the pairing of Clooney and Roberts doesn't set off as many sparks as we might have expected. (Sharp-eyed viewers should look for several celebrity cameos, including Angie Dickinson,

who was also in the original, and a very funny bit by several young television stars — including Topher Grace, from "That '70s Show.")

"Ocean's Eleven" is rated PG-13 for occasional use of profanity (including two usages of the so-called "R-rated" curse word), violence (a beating, some gunfire and explosive mayhem), some off-color humor and use of both crude slang terms and racial epithets, as well as glimpses of nude artwork. Running time: 116 minutes.

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