Knowing the difficulties of pulling off the heist, Danny and his partner in crime, Rusty Ryan (BRAD PITT), set out to assemble a team of thieves consisting of past acquaintances and new strangers. There's Reuben Tishkoff (ELLIOT GOULD), a former casino owner with a chip on his shoulder concerning Benedict. Basher Tarr (DON CHEADLE) and Livingston Dell (EDDIE JEMISON) are brought onboard for their expertise in explosives and electronics respectively, while the Malloy brothers, Virgil (CASEY AFFLECK) and Turk (SCOTT CAAN), are brought on as the drivers.

Rounding out the team is Linus Caldwell (MATT DAMON), a proficient pickpocket and son of a legendary criminal, Frank Catton (BERNIE MAC), a casino dealer, Yen (SHAOBO QIN), an acrobatic contortionist, and Saul Bloom (CARL REINER), a former criminal brought out of retirement by the lure of a big payoff.

As the team of eleven men plan and then set out to execute their elaborate heist and Danny tries to reconcile with Tess who wants nothing to do with him, they must deal with the ruthless and cunning Benedict who will do anything and everything to protect his money.

Such is the apparent case with director Steven Soderbergh. After helming two Oscar-nominated films last year -- "Traffic" and "Erin Brockovich" - and competing against himself for the Best Director award, the talented director has decided to keep at work, but drop it down a notch or so with "Ocean's Eleven."

A remake of the 1960 film of the same name that starred Frank Sinatra and the rest of the Rat Pack, the film has neither the magnitude nor social significance of his previous two efforts, but it's clear that was never the intention. A lightweight but enjoyable effort, the film exudes the aura of simply being an entertaining diversion, and it wonderfully succeeds at just that.

Following the gist of the original film but not the specific elements - which is a good thing since the original wasn't anything to write home about although it had a fun ending - Soderbergh and screenwriter Ted Griffin ("Ravenous," "Best Laid Plans") deliver the standard heist film, with the standard heist details, albeit on a grander scale than usual.

After all, the 11-member team's plan is to knock off three casinos in one night (compared to 5 in the original) by penetrating one of the most technically advanced and heavily fortified subterranean vaults in the world, and then walking away with more than $150 million.

Accordingly, and like most heist-based films, this one proceeds to inform us of the difficulties of pulling off the job - essentially why it will be impossible to do - and then prove all of them wrong. After that setup, our interest is then obviously piqued regarding how the criminals will overcome the obstacles, and in what cool and imaginative ways they'll do so.

While their tactics occasionally require varying degrees of suspension of disbelief - particularly regarding their borrowing of the vault's blueprints and then building an exact duplicate of it with which to practice and then some - the particulars are fun if not spectacular in design or execution.

In fact, the one thing the film is missing is the high voltage spark to make such moments, as well as the film's dialogue, sizzle and pop off the screen. Although what's present is far above average when compared to most of the dreck these days that's labeled as smart plotting or intelligent dialogue, the latter isn't quite up there with what the likes of David Mamet would write (such as in his film, "Heist").

As a result, the dialogue - like the heist plans - is amusing and entertaining, but just a notch below coming off as outstanding. Another complaint about the film is that there aren't enough complications thrown into the mix to make things more difficult for the criminals and thus entertaining for us to behold. Although viewers always love watching proficient movie thieves, the one thing they love more is having those sorts of characters reacting to any number of monkey wrenches being thrown in their way.

One incredibly strong point the film has going for - beyond Soderbergh's presence and touch, and a terrific score from composer David Holmes ("Out of Sight") - is its cast. Thankfully, the Brat Pack wasn't called upon to replace their modified namesakes. Rather, the likes of George Clooney ("O Brother, Where Art Thou? "The Perfect Storm"), Brad Pitt ("Spy Game," "Snatch") and Julia Roberts ("America's Sweethearts," "The Mexican") got the jobs.

All are obviously appealing to the eye, and the three deliver fun performances, with Clooney doing the Soderbergh criminal thing again (after "Out of Sight"), Roberts keeping that megawatt smile in check until the end, and Pitt delivering the best of the performances playing yet another quirky but entertaining character.

Being a large ensemble piece, some of the remaining performances and characters suffer a bit from temporal neglect - as has nearly always occurred in other pictures with large casts - but the likes of Don Cheadle ("Traffic," "Mission to Mars"), Carl Reiner ("The Slums of Beverly Hills," "The Russians Are Coming, The Russians Are Coming"), Matt Damon ("The Legend of Bagger Vance," "The Talented Mr. Ripley") and Andy Garcia ("When a Man Loves a Woman," "The Godfather Part III") all create fun, if somewhat limited characters.

Even so, if you're looking for an enjoyable and entertaining diversion, you probably won't go wrong with this heist flick despite its relatively mild problems and shortcomings. "Ocean's Eleven" rates as a 7 out of 10.