Leave it to the sublimely inventive Steven Soderbergh to do a remake the right way around -- starting from a mediocre movie that didn't live it to its potential, then setting out to make it better.

Looking to have a little fun after his back-to-back successes of "Erin Brokovich" and "Traffic," Soderbergh gathered a gang of his favorite actors who were willing to work cheap and set his sights on a high-tech retooling of the forgettable Rat Pack casino heist caper "Ocean's 11."

Made in 1960, the original starred Las Vegas habituates Frank Sinatra, Dean Martin, Sammy Davis Jr., and Peter Lawford, who just showed up, said their lines and brought their joking, drinking and womanizing personalities with them. The movie had character and style, of course, but little else.

Soderbergh's snappy, considerably more resourceful rendition substitutes George Clooney in the revamped Sinatra role as freshly paroled confidence scammer Danny Ocean, who culls a crew of smooth criminal pals for a wildly ambitious score: simultaneously knocking over three casinos on the Las Vegas Strip.

Both incredibly complicated and deceptively simple, the scheme involves a financier (Elliot Gould is brilliant as a flamboyant, bitterly faded casino kingpin), elaborate reconnaissance, a tricky tap on casino surveillance equipment, retired felon Carl Reiner posing as a high roller with an important package he wants stored in a casino vault, a contortionist who fits inside a casino change caddy, and most importantly an exact replica of the vault that comes into play late in the movie.

"For practice?" someone asks. "Yeah, something like that," Danny Ocean replies with one of those wicked George Clooney grins.

But before barreling into the punchy, exhilarating snatch-and-grab second act -- punctuated by Soderbergh's snipped, razor-sharp editing and a deliciously jazzy score by David Holmes (who did the same for the director's "Out of Sight") -- the director opens the film with a creative roll-call of characters that gives each actor a moment in the spotlight.

Among them are comic Bernie Mac as a disgraced Atlantic City blackjack dealer, Matt Damon as a Chicago pick-pocket, and Casey Affleck and Scott Caan as bickering, immature getaway drivers from Utah (thus dubbed the "Mormon morons"). Brad Pitt plays a semi-reformed card shark now teaching trendy young Hollywood stars to play poker (a handful of WB Network teens have cameos as dumb-dumb spoofs of themselves) -- and he loathes every minute of it.

So when parole-jumping Danny Ocean comes calling with his crazy plan, Pitt doesn't need much persuasion, even though he's pretty sure there's no way to pull it off.

"If I'm reading this right," Pitt says while looking at stolen casino blue prints, "this is the least penetrable vault ever designed."

"Yep," replies Danny Ocean in a very matter-of-fact manner that still implies his capriciously out-sized ambition. (Clooney's detailed performance could be easily overlooked in a movie so light, but he's matured as an actor to the point of easily packing a plethora of meaning into a single word or glance.)

While "Ocean's Eleven" (the title is spelled out for the remake) is meant to be pure escapism, the near-impossibility of this complex heist is the movie's only real downfall, in that how it's pulled off requires a whole lot of suspension of disbelief. I'll buy into the way Ocean's electronics snoop (Eddie Jemison) sneaks behind the scenes at a casino and taps the closed-circuit security system. I'll even buy the sometimes clever, sometimes vague machinations that get some of the crew past fingerprint IDs, voice codes and motion detectors.

But the stealing of a science-fictiony electromagnetic pulse devise from a high-tech lab, with which our anti-heroes clandestinely crash the city's power grid, is just too outlandishly James Bondish to be congruous with a plot already teetering on the edge of "yeah, right." (If nothing else, the swiping of such a devise would set off a nationwide security alert.)

This silly stretch is a nagging, nit-picky distraction from the picture's otherwise unadulterated and unpretentious entertainment value. Although he's continuing his habit of stylish visual and narrative innovation, Soderbergh isn't trying to prove himself here, as he was proving his commercial viability with "Erin Brockovich" and "Traffic." He's just having a ball with a joyride of a story and a great cast -- a great cast so large I'm only able to fit a few of them in at the end of this review.

Also lending their talents in lively performances large and small are Julia Roberts as Danny Ocean's defensively caustic ex-wife, Andy Garcia as the iron-fisted casino owner and Robert's current flame, and Don Cheadle as a Welsh crook who confuses everyone with his native rhyming slang (an insider nod to Soderbergh's awesome 1999 crime flick "The Limey").