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Soderbergh wisely dumps everything from the original except the basic setup, and assembles the kind of all-star cast that only the "It" director of the moment can. With the likes of George Clooney, Brad Pitt, Julia Roberts, Matt Damon, Andy Garcia, Don Cheadle and Carl Reiner on the payroll, the dentist bill to upkeep all these pearly whites must have been at a million on its own. Here Clooney flashes his patented smile as Danny Ocean, in what is fast becoming the stock Soderbergh hero, the ex-con with a heart of gold. Brad Pitt is Dusty Ryan, the slick salesman always on the lookout for the next score, who along with Danny assembles "Ocean's Eleven," a ragtag group of thieves who plan to steal the biggest score ever out of a Vegas casino owned by the archenemy Terry Benedict (Andy Garcia.) Oh, by the way, did I mention both Clooney and Garcia are in love with Julia Roberts? This could get ugly...

Both thematically and stylistically, it could be argued that Ocean's Eleven is just borrowed goods, another case of a big director plagiarizing himself for box office booty and a clever stall tactic while he figures out what real film he should do next. Indeed, Soderbergh's approach here resembles the look of his superior Out of Sight, and his use of high-contrast, overly-saturated colors probably bears too close of a resemblance to both Traffic and Erin Brockovich for its own good. But who cares? It's all about the cast. Clooney and Pitt shine in middling roles, but the real surprises are Garcia and Reiner, who were probably robbed of Oscar nominations and manage to give their ciphers depth. Even the usually radiant Roberts pales in comparison to this all-star cast, and oddly hers might be the weakest of the whole ensemble.

So, okay, it may be nothing more than a slick, slight adventure caper, but Ocean's Eleven is fun, smart, knowing and looks great. This is the perfect Hollywood entertainment, so who am I to complain? Just hop aboard, ignore the speed bumps, and enjoy the ride...

Video: How Does The Disc Look?

Presented in 2.35:1 anamorphic widescreen, this is a tough one to judge. Working with his DP "Peter Andrews" (aka himself), Soderbergh seems to be a fan of imperfection these days. As he says himself on the included audio commentary, many shots just did not come out to his liking, being either being too dark, overly-contrasted, and inconsistent with the rest of the film. But what you may lose in cleaniness you gain in immediacy, so this is a very inconsistent presentation but serves the film just fine.

Transfer-wise, this is well done. Blacks are excellent, and the print is clean and clear of blemishes. However, due to the low-contrast film stocks used throughout, the image can get very grainy, even from shot-to-shot in the same scene. Colors are vibrant but sometimes smear or look noisy due to the grain, and fleshtones are fine considering the heavy use of filters and the hi-key lighting. Contrast is good, although some scenes do appear blown out and lacking in shadow delineation. The transfer is sharp and fairly well-detailed, and compression artifacts are minimal though noticeable on occasion. Edge enhancement does not distract. Considering Soderbergh's unique approach, this transfer appears faithful to the theatrical presentation, and despite the faults is often striking and enjoyably stylized.

Audio: How Does the Disc Sound?

Presented in Dolby Digital 5.1, this is a solid mix, if not quite as "explosive" as I had hoped. The mix's dynamics and fidelity are good though not quite up to the level of most recent big-budget theatrical flicks, perhaps due to Soderbergh's guerilla shooting style. Dialogue is relatively well- recorded though sometimes a bit flat and distant-sounding, and the mix feels a bit front heavy. Surround use is a bit uneven, with the score benefiting the most from nice deployment throughout all channels. Separation and imaging among the fronts is nicely rendered, though I longed for a bit more envelopment from the rears, especially in terms of ambiance. Low end is nice and punchy and pumps up the jazzy score nicely. This is a fun, thoroughly adequate mix, though nothing spectacular.

Also included is a French-Canadian 5.1 dub, plus English Closed Captions and subtitles in English, French and Spanish.

Supplements: What Goodies Are There?

Aside from the ugly new cover art (too bad Warner ditched the original striking black, white and red poster campaign for that nondescript actor-y shot) we get a nice if relatively meager collection of supplements, at least compared to what most other big box office hits get these days on DVD.

By far the most exciting are the two screen-specific audio commentaries, the first with director Steven Soderbergh and screenwriter Ted Griffin, and the second with actors Brad Pitt, Matt Damon and Andy Garcia. Both tracks are a lot like the film; this was all about fun, and though like any film hard work, everyone involved knew this was a high-profile lark. The Soderbergh and Griffin track is a bit all over the place, and since their voices both sounded so similar, I had trouble telling them apart. They go everywhere from the casting to the writing to the directing to the lighting to the editing, often in the space of a couple of sentences. It's kinda fun, and at least these two have a sense of humor (almost to the point where you can't tell if they're even kidding or not), if not a little ego. Worth a listen for you Soderbergh disciples.

The Pitt, Damon and Garcia is certainly notable, if only because how often do you get three big actors like this all doing a commentary? This one is even more fun, and thankfully all three were in the room together at the same time, so we aren't gypped with a collection of press interviews spliced together as a single track. At the beginning Damon worries that there's "only going to be five people listening" to this commentary, while Pitt guarantees that he's going for "that Mystery Science Theater 3000 thing." And that just about sums it up, because this is often a kick if a bit too ass-kissy. These guys have a hoot making good- natured fun of Clooney, and Pitt is very funny with his sarcastic banter. Unfortunately, there are a few suspicious gaps of silence later in the flick, which led me to believe that they said some good stuff that got cut out?

Up next are two fairly typical making-of featurettes. The HBO First Look Special The Making of Ocean's Eleven runs 15 minutes and is pretty slick. We get the usual bevy of onset interviews with Soderbergh, producer Jerry Weintraub and writer Ted Griffin, and most of the cast including Pitt, Clooney, Damon, Garcia and, yes, Roberts. With a clever use of split screen, the production footage is well-integrated, but as usual, we learn little about the actual filmmaking process. Gotta love these 15- minute commercials for the film, eh? The Look of the Con is a bit more interesting, running 10 minutes and offering an interview with costume designer Jeffrey Kurland along with some design sketches. To be honest, I often forget that you can't just dress the likes of Clooney, Pitt and Roberts with off-the-rack fashions, and this little featurette is a nice reminder. Kinda fun.

Rounding out the extras are the film's theatrical trailer in anamorphic widescreen along with two teasers, and Resumes that are simple cast and crew listings. And it's all wrapped up in some nice animated menus that are pretty swanky.

DVD-ROM Exclusives: What do you get when you pop the disc in your PC?

Plop the disc in your drive and up pops a custom Warner skin, with a assortment of weblinks that are more robust than most. Various Warner destinations, the official Ocean's Eleven website, and links to other DVDs and future events are all here and easy to access. The only true ROM exclusive is the interactive game Are You In or Out? This multilevel caper features a mix of trivia, blackjack, puzzles and other fun stuff as you try to pull off your own little heist. Nicely designed and easy to use, this offers quite a bit of diversion, so check it out.

Parting Thoughts