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When Steven Soderbergh announced his intention to remake Ocean’s Eleven, a Rat Pack heist movie, he defensively added that he intended to retain only the original’s bare-bones story line in order to create a free adaptation, contemporary in style and tone. But the cumbersome plot that sank the 1960 Las Vegas crime caper also strangles Soderbergh’s star-studded update, resulting in a tedious divertissement that does little to lighten the mood of a glum holiday season.

I rented a copy of the first Ocean’s Eleven from my local video store, hoping that, four decades later, Rat Pack nostalgia would enhance a critically panned movie that I yawned through when it premiered. To my surprise, it turned out to be even worse than I remembered. The screenplay, riddled with narrative gaps, depicts the endeavors of 11 World War II GIs who reunite to rob five Las Vegas casinos. It takes nearly half of the 127-minute movie to introduce its protagonists. Top-billed Frank Sinatra (in his worst screen performance) and Dean Martin are too lazy to even attempt characterizations as heist mastermind Danny Ocean and his former paratrooper crony. Sammy Davis Jr. plays a poor singing trash man. Richard Conte, stricken with terminal cancer (which he refers to as “the big casino”), needs money to support his young son. Playboy Peter Lawford wants cash so that he can stop borrowing from his rich mother. Angie Dickinson appears in several irrelevant scenes as Sinatra’s estranged wife, then vanishes.

After an eternity of exposition, largely delivered in lengthy telephone calls, and deadly comic relief provided by Joey Bishop, Cesar Romero, and Akim Tamiroff, the heist, executed at midnight on New Year’s Eve, comes as an anticlimax. Inexplicably, the casinos turn out to have minimal security, and the 11 thieves make off with millions as easily as snitching candy bars from a convenience store. The plot is capped by a telegraphed twist that even a child could predict.

Soderbergh’s Ocean’s Eleven is marginally easier to sit through, mainly because it looks better and is a few minutes shorter, but it’s one of the dullest, flattest big-budget (reportedly $90 million) movies in recent memory. Why the director chose to end his recent winning streak (Out of Sight, The Limey, Erin Brockovich, and Traffic) with this booby-trapped project is anybody’s guess. The structural problems that plagued the original remain. It takes 35 minutes just to introduce the 11 would-be brigands and nearly twice as long to outline their motives and methods. Only the last half-hour, which depicts the heist itself, offers any interest or excitement.

George Clooney, whose stalled screen career Soderbergh jump-started with Out of Sight, plays Ocean, a just-released convict who assembles 10 other men to rob the maximum-security vault shared by three (down from five) Las Vegas casinos. His partners include cardsharp Brad Pitt, pickpocket Matt Damon, con man Bernie Mac, and retired master criminal Carl Reiner. Ocean’s plan is complicated by a romantic rivalry: He’s carrying a torch for his ex-wife (Julia Roberts), who has become the girlfriend of casino boss Andy Garcia, so he’s doubly driven by larceny and love.

Marking time until the climactic robbery sequence, which is staged during a championship boxing match, Soderbergh pieces together his narrative with snippets that achieve no cumulative thrust. With 11 characters to develop—why didn’t he settle for Ocean’s Five?—he doesn’t have time to make us care much about any of them. As in his previous screen roles, Clooney plays it cool but lacks the emotional depth to engage us. Damon and Garcia add no new dimensions to their established screen personae, and Roberts is stuck with a thankless glamour-girl role that any starlet could carry off. (With her puffy lips, tightly coiled hair, and shimmery, form-fitting gowns, she resembles a newly discovered species of tropical fish.) Of the ensemble, Pitt comes off best, supplying a welcome touch of casual humor as Ocean’s laconic right-hand man.

The plot picks up in its last 30 minutes, as the gang struggles to outwit the vault’s sensors, lasers, robotics, video monitors, and other hi-tech surveillance devices. But the film closes weirdly, with an elegiac panning shot of Ocean’s partners’ faces viewed against a background of spouting fountains while an orchestra plays “Clair de Lune.” Soderbergh then appends a brief, flash-forward coda featuring Clooney, Pitt, and Roberts in which the performers, liberated at last from the screenplay’s straitjacket, are allowed to offer a glimpse of the glamour and charm that have made them stars. Rather than ending Ocean’s Eleven on a high note, however, this entertaining scene leaves us wondering what they might have achieved in a project worthy of their presence. CP