Danny Ocean (George Clooney) has just gotten out of jail, and has an elaborate plan for a heist in Las Vegas. The plan is to rob three casinos, which include the Mirage, the MGM Grand and the Bellagio. The trickery involved in getting inside these casinos, which seem to be formidable, impenetrable fortresses, is almost too impossible to believe and hardly credible. Nevertheless, that is the fun of movies like this - seeing the common man doing the impossible. The more intricate and detailed the heist, the more fun it is for the audience to see if they can bypass all the alarms and security and take the money and run.

But Soderbergh skimps on many of these details and focuses on the characters instead. Fine, but why make such characters devoid of any grace or charm? Clooney comes off best as Danny Ocean, but in the end, he is like a playboy vying for the attention of a woman, his ex-wife (unexcitingly played by Julia Roberts). At least in the original "Ocean's Eleven," Danny had more in his mind than getting back together with his ex-wife, then played by Angie Dickinson (who has a cameo in this film). There should be room for some laughs courtesy of Elliott Gould (playing the role that Akim Tamiroff had in the original) but again, there is nothing there - he merely shows up. So does most of the cast, including Andy Garcia, a canny casino owner, Brad Pitt as the straight-arrow Rusty Ryan, Danny's sidekick, Don Cheadle stepping in Sammy Davis Jr.'s shoes as an explosives expert, Matt Damon as a smart pickpocket, and Carl Reiner as an old-timer who finds the planned robbery to be ludicrous.

I don't expect much from these kinds of movies but consider what might have been with such a skilled director and a fine cast. The odd feeling is that the movie never engaged me at all, never permitted me to care much about any of the characters and, worse of all, the robbery was flat and uninspired at best. There are some scattered laughs and some tension but nothing here made me forget the classy original. Soderbergh has his actors appear as glamorous as possible, and that is all folks. Every role here could have been played by lesser actors and nobody would notice the difference. Watching this movie is like looking at a magazine spread of Hollywood's most glamorous, and just as inert.

2001 was the year of heist movies. There was "The Score," "Heist" and the imaginative "Sexy Beast." "Ocean's Eleven" is the equivalent of eating popcorn from the bottom of the barrel, and it tastes just as stale.