Just because you never saw the 1960s Rat Pack original doesn’t mean you haven’t seen Ocean’s Eleven before.

Director Steven Soderbergh’s (Erin Brockovich) new effort joins the ranks of recent nostalgia crime films – movies such as Get Shorty and Snatch – that look back on the imagined golden days of crime. It characterizes a time when a charismatic criminal could pull off a spectacular heist without bumping off a soul, make a few jokes and still get the girl in the end.

After less than 24 hours back in the free world, Danny Ocean (George Clooney) breaks his parole and starts planning a new scheme to take $150 million from three Las Vegas casinos. The casinos’ owner, Terry Benedict (Andy Garcia), just happens to be dating Ocean’s ex-wife, Tess (Julia Roberts), a small detail he keeps secret as he looks up old colleagues and offers them a piece of the action.

His cronies have slipped out of crime, but Ocean does not have to try too hard to pull them out of their less than impressive day jobs. Rusty Ryan (Brad Pitt), for instance, works teaching poker to a pack of dimwitted teen celebrities. Ryan joins Ocean in the recruitment work, and here begins the best moments of Ocean’s Eleven (Warner Bros.).

As a process film, Ocean’s Eleven lithely moves through the cast of 11 colorful, yet essentially one-dimensional, characters with short, comic scenes introducing each. Once assembled, the team’s preparation for and pulling off of the heist keeps Ocean’s Eleven at a quick pace, well matched by the crime-film standard funk-jazz soundtrack, that marks the movie’s most enjoyable sequences.

Least likable of the team is Clooney (O Brother, Where Art Thou), who at first shuffles lamely through scenes searching for the charisma that his character requires. He draws from Pitt’s unremitting charm once the two join together, and by the end of the film his acting has caught up with his character’s intended persona.

The film succeeds in its secondary characters, which include such comic greats as Carl Reiner, director, writer and star of countless films and television shows in the last half century, Bernie Mac and newcomers such as Casey Affleck (Committed) and Scott Caan (Novocaine). Matt Damon (Jay and Silent Bob Strike Back) appears as a subverted version of Will Hunting, an intellectual, unassuming pickpocket.

The title of least likable character goes to Julia Roberts (America’s Sweethearts). Her role is almost unnecessary, and the film slows to a crawl whenever she appears on screen. But in order to fulfill the crime caper formula, the hero who always gets the girl has to have a girl around to get.

Soderbergh never fully commits to the film style lexicon Ocean’s Eleven obviously draws from. He repeatedly throws in useless visuals of Las Vegas, dull fast- or slow-motion shots of fountains and neon lights. The handling of Ocean’s relationship with his ex-wife tries to add slight dimension to Ocean by portraying him as a lovesick fellow whose wife abandoned him just because he happened to be in the clink for a few years, but these scenes only interrupt the film’s otherwise perfect flow.

Throughout Ocean’s Eleven there is a feeling of fear on Soderbergh’s part – a fear of hurting his own image as a director with an unrepentant homage to the crime genre.

The wonderfully idiosyncratic cast and clever plot could have been better handled by a director more willing to adhere entirely to a cliched style, such as Snatch‘s Guy Ritchie or even – as way of a career resurrection – the fallen angel of the neo-crime film, Quentin Tarantino.

Ocean’s Eleven is in theaters Friday.