“You’re a thief and a liar.”
“I only lied about being a thief, I don’t do that anymore.”
“Steal?”
“Lie.”

At the very least, Ocean’s Eleven is better than Oceans 11. The rare remake that exceeds the original. But that’s not saying much, now is it? The 1960 film is notable as the first time the primary members of the Rat Pack 2.0 appeared on screen together (Sinatra, Martin, Davis Jr., Lawford, Bishop, Dickinson), but that’s about the only reason. Indeed, it relies quite heavily on the charm of its cast members, generating a nice chummy atmosphere but foregoing unnecessary elements like an engaging plot, character development, drama, suspense, humor—you get the point. It’s not terrible, just unremarkable with some glaring flaws.

Steven Soderbergh’s remake, on the other hand, while unambitious for a filmmaker of his caliber, improves on the original in almost every way. It has its own cast of charismatic hotshots that effortlessly play off one another to produce a natural suavity, a witty script, a high-stakes heist plot, and a jazzy score that helps move things along at an enjoyable clip. It may be nothing more than a derivative popcorn flick, but it’s a very good one.

It’s a testament to Soderbergh’s reputation that he was able to land an all-star ensemble cast without breaking the bank. At this point in their respective careers, George Clooney, Brad Pitt, Matt Damon, and Julia Roberts were regularly taking on high-paying lead roles in blockbuster films. And the supporting cast, which includes names like Andy Garcia, Elliot Gould, Don Cheadle, Bernie Mac, Casey Affleck, and Carl Reiner, is composed of respectable stalwarts. Several of the actors had worked with Soderbergh on previous films (Clooney in Out of Sight, Roberts in Erin Brockovich, Cheadle in Traffic) and it was Clooney who initially jumped on board and then began reaching out to other stars. Roberts, who was commanding $20M/film at the time, received a copy of the script from Clooney with a $20 bill and a note that read, “I hear you get 20 a picture now.”

George Clooney plays Daniel Ocean, a debonair con artist and professional thief who finally got caught. Thanks to his saintly behavior while incarcerated, he’s been released on parole under the false notion that he’s been reformed. But of course he hasn’t changed. Not in the slightest. Immediately after he’s tasted freedom he begins touching base with his old con buddies in anticipation of ripping off three Vegas casinos at once—the MGM Grand, the Mirage, and the Bellagio. Chief among Ocean’s accomplices is right hand man Rusty Ryan (Pitt), who has waited out his partner-in-crime’s prison stint by teaching teenage TV stars how to play cards. The project is bankrolled by casino mogul Rueben Tishkoff (Gould), who is initially reluctant but finds himself persuaded by the fact that all three casinos the duo plan to hit are owned by his former rival, ruthless mobster Terry Benedict (Garcia). Further complicating matters is Benedict’s romantic involvement with Ocean’s ex-wife, Tess (Roberts).

Recruiting, planning, stealing, and lots of easy going camaraderie ensue. Shot and edited in a confident, modern mode that borrows sporadically from classical styles, Ocean’s Eleven entertains in a manner that appears nearly effortless. The series of elaborate con games keeps the audience on their toes while the witty dialogue, quirky sidekicks, and rich soundtrack ensure there’s never a dull moment for us to catch our breath and see through the plot holes.

Following on the heels of Traffic and Erin Brockovich (which had Soderbergh competing with himself for Best Director in 2000), Ocean’s Eleven can be seen as something of a victory lap for the director; a film made with the sole objective of entertaining the audience. It clears this low bar by a wide margin, fortified by numerous subtle flourishes. While this effort could have easily turned out half-baked and still raked in plenty of money based on its A-list cast, Soderbergh and co.’s shameless and unironic approach to their chosen genre elevates the film’s various cons into a delightful two hours of popcorn cinema.