You couldn't pick a better man to lead a rat pack for the new millennium than George Clooney, who finally shucked, with O Brother, Where Art Thou?, the annoying self-consciousness that characterized his previous work and has begun staking out a whole new territory of movie-star insouciance. And it doesn't hurt that he doesn't look better than when he's rumpled: slightly unshaven and sporting a tux with the tie and top button undone -- yum -- and maybe a spot or two of blood on the collar. His Danny Ocean is a felon and a con man, sure, but he's a guy who lives life to the fullest and on his own confident terms. (Ah, the appeal of the clever, nonviolent criminal -- well, nonviolent on his side: a few well-earned punches to the face garner the blood-stained collar, a common occurrence for him, no doubt.) So it's hardly surprising that less than a day out of a New Jersey prison -- some con or other went wrong in Atlantic City, probably -- he's breaking parole and heading to Vegas to get back to doing the only thing he knows how to do: steal.

You couldn't pick a better lieutenant for Clooney than Brad Pitt, who gets more and more intriguing with every role, now that he's starting to leave behind the bland dewiness of youth and is taking on some edge. When he finally realizes that deadpan humor is his thing -- it doesn't come more deadpan than his, um, killer performance in Fight Club -- he'll truly be a force to reckon with. He's got dry-funny down here, as Rusty Ryan, card sharp and con artist -- a little thing like the fact that he's eating in almost every scene gets all the funnier for how he doesn't draw attention to it.

You couldn't pick a better place for these hustlers to do their thing than Las Vegas. Like New York, Vegas is one of those fantastical places you're never quite sure really exists, no matter if you've actually been there -- the perfect setting for a tongue-in-cheek crime caper. Of course, as the bank robber might have said, that's where the money is, too. Ocean concocts a scheme to swipe $150 million from under the nose of casino entrepreneur and general asshole Terry Benedict (Andy Garcia, who has some small measure of fun with a thankless role), who owns the Bellagio, the Mirage, and the MGM Grand and conveniently holds the cash to support each of these enormously popular casinos in one underground vault. The security is absurdly tight, but Ocean's got a team who'll beat it, including naive new guy Linus Caldwell (Matt Damon: Jay and Silent Bob Strike Back, Finding Forrester); explosives expert Basher Tarr (Don Cheadle: Rush Hour 2, Swordfish); the brother duo of Virgil and Turk Malloy (Casey Affleck: Good Will Hunting and Scott Caan: Novocaine), who haven't quite grown up yet; old hand Saul Bloom (Carl Reiner); and card dealer and casino insider Frank Catton (Bernie Mac). Reuben Tischkoff (a hilarious Elliott Gould: American History X) is in on the job, too -- he's got his own grudge against Benedict. Oh, didn't I mention? Ocean's not in it only for the money: Benedict stole his wife, Tess (Julia Roberts: Erin Brockovich, The Mexican), and Ocean's determined to win her back. Yeah, it makes for yet another instance of the girl-as-prize for the hero, but the fun the cast is having -- except for Roberts, who looks miserable -- is positively infectious, so we'll overlook that.

Screenwriter Ted Griffin (Best Laid Plans, Ravenous) has whipped up a smart-alecky script bubbling over with snappy dialogue -- "I owe you for the thing with the guy in the place" -- that the cast delivers with razor-sharp precision. But there's much amusement to be found in the how-they-gonna-do-that?ness of the proceedings, in knowing that every twist, every turn, every "we've got a problem" is all part of the plan, is all under control by Ocean... but how? Director Steven Soderbergh's (Traffic, Erin Brockovich) panache -- the lovely grainy stock, the unnatural lighting, the handheld cameras -- is just the icing on the cake.

I'm in. How 'bout you?