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Ocean's Eleven improves on 1960's Rat Pack original with supernova casting, a slickly updated plot and Steven Soderbergh's graceful touch behind the camera. Soderbergh reportedly relished the rtunity "to make a movie that has no desire except to give pleasure from beginning to end", and he succeeds on those terms, blessed by the casting of George Clooney as Danny Ocean, the title role originated by Frank Sinatra. Fresh out of jail, Ocean masterminds a plot to steal $163 million from the seemingly impervious vault of Las Ve's Bellagio casino, not just for the money but to win his ex-wife (Julia Roberts) back from the casino's ruthless owner (Andy Garcia). Soderbergh doesn't scrimp on the caper's comically intricate strategy, but he finds greater joy in assembling a stellar team (including Brad Pitt, Matt Damon, Don Cheadle and Carl Reiner) and indulging their strengths as actors and thieves. The result is a film that's as smooth as a silk suit and just as stylish. --Jeff Shannon On the DVD: Ocean's Eleven on disc is hardly swarming with special features, but just like all good heists it's quality not quantity that counts. Although the DVD-ROM feature is simply a game of computer blackjack, the cast list simply that and the HBO special just a standard Hollywood promo, the two refreshing and honest commentaries more than compensate. The cast commentary is lively and it's nice to hear intelligent comments coming from Hollywood's big league for a change. However, it's the director and writer's commentary that is the real gem; it's funny, enlightening and most of all it allows Ted Griffin to put the case forward for all screenwriters across the world as to the importance of their craft. The main feature has an impressive transfer of sound and visuals, making the suits sharper and David Holmes' soundtrack even funkier. --Nikki Disney