Danny Ocean (George Clooney), fresh out of prison and broke, plans to make a big money score. After a shave and haircut, he high-tails it to Las Vegas and begins to put his plan to work.

His old pal, Rusty Ryan (Brad Pitt), makes the perfect accomplice and second in command. Having nothing better to do all day than instruct idiot TV stars in the fine art of losing at poker, Rusty gladly joins the caper.

Financial backing for this three-casino heist proves difficult to secure, but with a little finessing, Reuben (Elliott Gould) agrees to pony up the cash. Now, they can get the plan off the drawing board and on the launching pad.

The next step involves recruiting the technical brainpower necessary to implement the plan. Since electronic geniuses, highly skilled computer nerds and double-jointed Asian acrobats loiter around every Las Vegas street corner, hi-tech talent doesn't take long to gather.

OK. We have everyone together. Let's review. We penetrate the electronic defenses of an impenetrable casino; we knock out the power supply of an entire city; we access an inaccessible underground vault system, and we do all this under the noses of highly trained and competent security personnel. Plus, no one must discover our identities, or Terry Benedict (Andy Garcia), the ruthless casino boss, will rub us out like minus signs in an account ledger. No problem.

Oh, I almost forgot. Tess (Julia Roberts), Danny's ex-wife, happens to be the girlfriend of the ruthless casino boss. And Danny, for some strange reason, wants her back. Maybe he likes her smile.

Tension mounts and drama builds. The plan experiences technical difficulties. The gang experiences personality clashes. Will this charming band of thieves end up in prison, fabulously wealthy or dead? Will Danny win back the love of his wide mouthed beauty? Will Wayne Newton make a cameo appearance?

Filled with complicated coordination and intermittent intrigue, this movie presents a remarkable achievement in understatement. While entertaining and occasionally amusing, it lacks enthusiasm and loses momentum near the end. I give it a "C+."

Dixie says: I can't remember when this many big name stars got together and tried to under-act each other. Julia Roberts needed some make up and a new wardrobe. She looked like a Salvation Army bag lady. I loved Brad Pitt. He ate his way through the entire movie and never gained a pound. And I felt so proud of George Clooney. He took a lickin' and kept on tickin'. After spending half an hour being kicked around by a muscle-headed goon, he only suffered a slight bruise. I receive more damage getting a facial. I recall only one truly memorable moment near the end. During the fountain scene, classical music, reminiscent of "Somewhere Over the Rainbow", played softly in the background; everyone stared wistfully into the beautiful, surrealistic water fountain, and all I could think of was "Bathroom. I've got to go to the Bathroom." I give it a "C" for colorful.

Don & Dixie Mitchell

Don and Dixie perform stand-up comedy for a variety of clubs in Texas and Louisiana. Recently, Dixie placed in the quarter finals of Ed McMahon's Next Big Star comedy contest. Don, a nationally published freelancer, writes comedy, poetry, and articles dealing in country themes. Don and Dixie also write comedy skits and amusing movie review articles, including "Family Fun at the Movies" at simplejoy.org.

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