OCEANS ELEVEN  is a slick example of big-budget, star-packed junk food. Hits the spot, delivers nothing substantial, forgotten as soon as you toss the wrapper. It was the 5th biggest hit from 2001, the $85,000,000 gamble on stars absurd salaries paying off big time, with a worldwide haul of $451,000,000, positive reviews and enough vibe among the crew to foster two lesser sequels.

It’s consistently good-looking, and the star eye-candy is fetching (more than enough for many viewers), the music score of sleekly cool standards ripples along enough to carry it over numerous flat spots. Unspooling 117 minutes that would’ve benefited from a trim, as some of the episodes and much of the exposition kind of lie there. The main event, the heist itself (‘Danny Ocean’ and 10 pals are going to rip off the three biggest Las Vegas casinos simultaneously) is well handled.

Directed as a lark by the more-than-capable Steven Soderbergh, who also manned the gliding camera (under the pseudonym Peter Andrews), and as a have-fun paycheck for its biggest players, who use audience vehicles like this to give them slush power to fund their much better personal projects in between blockbusting time-fillers.  The original 1960 Oceans 11 was also basically a gag stunt for the Rat Pack (re-watch it: not very good).  Those hipsters (Sinatra, Martin, Davis & pals), continued to blow their talent—and moviegoers goodwill— on sloppy froth (with a few exceptions like The Manchurian Candidate and Von Ryan’s Express) while the current crew—George Clooney, Brad Pitt, Matt Damon, Julia Roberts— are miles ahead of the old wise guys in acting ability, career control and social conscience. Anti-Hollywood snobs (should they stoop to watch) can then grant them this excess exercise.

Throughout, a lot of what’s supposed to be glib is pretty lame, carried only by the professionalism of the players, though the usually pitch-perfect Don Cheadle mangles the hell out of his Cockney accent here (why do it in the first place?), Elliott Gould still can’t deliver a line decently after three decades, and the dopey clowning of insiders Scott Caan (yawn) and Casey Affleck gets old at supersonic speed.  Clooney and Pitt are appropriately cool; the best dialogue exchanges come between George & Julia, sparring over their foundered marriage. Bernie Mac is funny as ever.

With Andy Garcia, Carl Reiner, Eddie Jemison, Shaobo Qin and a batch of cameos, including the two survivors of the original JFK-era cast, Angie Dickinson and Henry Silva.