Have 40 ring-a-ding years actually flown by since Frank Sinatra's Rat Pack movie, Ocean's Eleven, first turned up on American movie screens? The year was 1960 and John F. Kennedy had just been narrowly elected President of the United States. Sinatra and his pals--Peter Lawford, Sammy Davis, Dean Martin, Joey Bishop and Angie Dickinson-- were riding high. So high, in fact, that Warner Bros. green-lighted a casino-robbery movie shot in Las Vegas. The original Ocean's Eleven was a kind of buddy movie filmed mostly during downtime when Sinatra was performing at the Sands Hotel. Meanwhile, Lewis Milestone had gotten his first directing assignment back in 1919. Although he turned out such classic films as All Quiet on the Western Front and The Front Page, he seemed an odd choice for what was mostly a smart-ass, heist buddy film.

The new Ocean's Eleven isn't all that different from the original movie, except, of course, for the time that has gone by since the early 1960s. Oscar-winning director Steven Soderbergh's update is nothing if not a smart-ass, heist buddy movie, with leading men--George Clooney, Brad Pitt, Matt Damon, Andy Garcia and Don Cheadle--practically hanging from the rafters. With all those young leading men, the movie is almost walked off with by some old-time gents, namely Bernie Mac, Elliott Gould and 79-year-old Carl Reiner, whose name has already been bantered around for a supporting Oscar nomination. That's not even counting the distaff side, represented by Julia Roberts, for those who prefer a stunning female presence among that bunch of guys.

When the film begins, charming Danny Ocean (George Clooney) is fresh from a New Jersey slammer and raring to resume his criminal ways. Within a matter of hours, Danny is on a mission to steal $150 million from three Las Vegas casinos. Aside from the money, Danny wants to take down ruthless Terry Benedict (Andy Garcia), who owns said casinos. Danny has a personal score to settle with Benedict, who is currently dating his ex-wife, played by Roberts. With the stylish Soderbergh in the driver's seat, this is a smart, elaborate heist film with a Rat Pack pedigree, some laughs and surprises along the way.

--Ed Kelleher