I'm a sucker for movies with big, all-star casts. It's the same reason I like the Academy Awards: All those big-shots together in the same room! I wonder what they talk about? My silly dream is to make a movie where EVERYONE is a celebrity, including the extras. Like there's a guy who walks past the main character on the street, and it's Robert De Niro, and he doesn't have any lines and no one acknowledges that it's Robert De Niro. He's just THERE, for two seconds, then he's gone. Wouldn't that be great?

Anyway, "Ocean's Eleven" has one of those casts where even the extras seem to be stars, directed by Steven Soderbergh, who is himself a star after his two Best Director nominations at the last Oscars. It takes place in Las Vegas, which is a star of a city. It's about an elaborate heist, which is one of the most popular, durable and reliable plots in movie history. It's a remake of a legendary Rat Pack film. It's written by the guy who wrote the cannibalism drama "Ravenous." Except for that last part, this thing's got "GOLD" written all over it!

"Ocean's Eleven" is indeed as cool as ice, with some arch dialogue dryly delivered, mostly by George Clooney and Brad Pitt. Both men are in fine form as Danny Ocean and Rusty Ryan, professional thieves who undertake to rob three Las Vegas casinos all at once, on a night when there's sure to be at least $150 million in the vault.

Their accomplices include Matt Damon as a promising young pickpocket, Don Cheadle as the Cockney explosives expert, Eddie Jemison as the surveillance specialist, Bernie Mac as the inside guy, Elliot Gould and Carl Reiner as old-timers drawn in for another job, and Scott Caan and Casey Affleck as "the Mormon twins" who do various grunt work and day labor. Andy Garcia is the evil owner of the casinos, and Julia Roberts is his girlfriend -- and Ocean's ex-wife, which explains some of Ocean's motivation in robbing these particular establishments.

The film's look and style are appropriately retro, as is the jaunty soundtrack. One senses that a lot of fun went into making the film; there is especially much delight in explaining just how impossible the heist is, and then showing it happen anyway.

But for all its individual charms, the movie is not nearly as great as it could have been -- nay, should have been. It is interesting but not enthralling, amusing but not hilarious, exciting but not heart-stopping. It is above-average but below-potential. The atmosphere is ripe with giddiness, but the dialogue doesn't measure up to it. It's the kind of movie you really like, but not as much as you want to.

Grade: B

Rated PG-13, some profanity (including a couple uses of the R-rated one), some mild violence, a little sexual innuendo

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