If the convention of the romantic comedy is to to keep the lovers apart until the conclusion, the rules of caper pictures require that the bandits get away with the loot while the bad guy--the legitimate owner of the riches--takes a dive. No exception here, particularly with Andy Garcia (who replaced the original choice of Ralph Fiennes) taking on the guise of a slick and humorless casino manager. Steven Soderbergh, whose "Traffic" and "Erin Brockovich" made major statements about our society, trips the light fantastic this time, though, with no particular social statements, but adds a cleverly appended romantic twist to the story. Not only do the good guys get away but a pair of former lovers must find a way to get together before the close of the film.

Soderbergh opens on Danny Ocean (George Clooney) who is busy conning a parole board into releasing him after a four-year term for theft--setting the tone for the man's ability to do likewise with everyone who crosses his path. Danny wants money, but more than that he is hoping that a nearly impossible job robbing a crackproof casino safe would bring him and his ex- wife Tess (Julia Roberts) together, pulling her away from her current beau, casino owner Terry Benedict (Andy Garcia). Using the principles of Adam Smith's pin factory--that production will increase greatly if each character lends his or her specialty to an overall operation--he brings together his long-term partner Rusty Ryan (Brad Pitt), a former Vegas honcho, Ruben Tischkoff (Elliot Gould), an explosives expert (Don Cheadle-whose put-on cockney accent is nearly incomprehensible), a Chinese acrobat (Shaobo Qin), a couple of brothers (Scott Caan, Casey Affleck), an old guy to play the role of a foreign millionaire (Carl Reiner), a expert at computer surveillance (Eddie Jemison), a card shark (Bernie Mac) and a Chicago petty thief (Matt Damon).

There isn't a moment that's believable...the costume changes, the well-timed scenario that must go off with Swiss precision, the ability of a large team of bandits to play their roles without giving away the scheme. The fun comes from the lovable flaws in the guys planning the affair, people so different from one another that you'd never expect such a team diverse in age, race, ethnicity, and motivation to stick together.

The operation shares little with other caper frolics this year, such as David Mamet's "Heist" (more serious fare which didn't look like a Mamet at all given its pedestrian dialogue) and Fabian Bielinsky's indie "Nine Queens" (an Argentinean version of a scam operation involving the burglary of nine almost priceless stamps). This movie must be seen for its wit and the chance to see some major actor having a ball together despite their willingness to take a cut in their conventional purse.