After the tired Mametisms of Heist and the dopey repartee of The Score, Ocean's Eleven must count as a breath of fresh air. So suave it seems to operate on autopilot, Steven Soderbergh's latest wisely tones down the action for its megastar crew: George Clooney's parolee mastermind Danny Ocean, Brad Pitt's pin-up card-shark Rusty, Matt Damon's new kid on the block, Don Cheadle's Brit explosives expert, and Carl Reiner's stoic father figure Saul. The vault of Las Vegas's Bellagio casino contains Ocean's $160 million booty though the trophy de resistance is his ex-wife Tess (Julia Roberts), now shacking up with the casino's owner, Terry Benedict (a wonderfully restrained Andy Garcia). Soderbergh directs his heist with workmanlike precision and gives equal cred to all supporting players involved. Ocean's hip posse is collected for business; each member's role in the operation becomes a delicate composite of a seemingly foolproof master plan. The robbery is typically predicated on all sorts of costume-changes and role-playing yet Soderbergh successfully underplays everything from the proverbial double-crossing to the inevitable return-to-love. The film's jokes may be classy but they work best served ridiculous (a flashback sequence pays hysterical homage to a series of failed Vegas robberies). Chaos comes via a grandiose citywide blackout that initiates Harry's downfall, stunningly staged as a virtual slow waltz. Soderbergh is so cool he can make anything go down like fine wine, even a perfunctory Rat Pack crime caper.