`OCEAN'S ELEVEN' A PROJECT OF THE FIRST WATER.

Steven Soderbergh lived a charmed life in 2000, turning a popular actress into an Oscar winner, making a dark movie about drug trafficking into a box-office force and managing to snag not one, but two, Oscar nominations for himself in the process. So after conquering all those challenges, you'd think a simple heist movie like ``Ocean's Eleven'' would be fun, kind of like a walk in the park after a year spent running triathlons.

``You'd think that, wouldn't you?'' Soderbergh says. ``What I didn't realize is how hard it is to make something that's just supposed to be fun. I mean, for a movie that has no social value whatsoever, we worked some pretty long hours trying to make it one of those glittering pieces of entertainment that used to be a given with Hollywood movies.''

``Ocean's Eleven'' has the same relationship to its predecessor as the recent ``Planet of the Apes'' movie did to its namesake. It's not a remake. Repeat: It's not a remake. It's an update or a reimagining or whatever you want to call it. (We're just hoping that, unlike Tim Burton's ``Apes,'' we end up calling this one fun.)

Screenwriter Ted Griffin has taken the original kernel of an idea from the 1960 Rat Pack classic - a group of guys try to knock off several Las Vegas casinos - and stripped away the musical interludes, the drawn-out scenes, the vanity dialogue and all the other chaff. The result: A slick piece of enjoyable entertainment that, with Soderbergh on board to direct, attracted, at one time or another, every A-list actor in Hollywood.

Says Julia Roberts, who won an Oscar with Soderbergh for ``Erin Brockovich'': ``The script is so smart and gripping. When I first read it, it was the old actor's joke that when you read a script it's bull----, bull----, my line; bull----, bull----, my line, etc. But in 'Ocean's Eleven,' I probably only have 37 lines in the whole script, and I still kept reading. It's that good.''

Roberts' verdict seems unanimous. The final cast includes George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Soderbergh veteran Don Cheadle and a host of other wonderful character actors, including Carl Reiner in a supporting turn that's already generating buzz. Clooney plays Danny Ocean, the Frank Sinatra role in the original and the mastermind behind a plan to rob three Vegas casinos - the Bellagio, the Mirage and the MGM Grand. His motivation: The casinos' owner (Garcia) is making a move on Ocean's ex-wife (Roberts).

Save for a couple of possible cameos from Angie Dickenson and Henry Silva (Soderbergh hasn't determined whether they'll make the movie's final version), the film has no references to the original ``Ocean's.'' Sinatra, Dean Martin and Sammy Davis Jr. don't turn up in any musical cues (Liberace does, though) and there aren't any sly references to the Rat Pack.

``I always maintain that the original movie is remembered fondly by all who haven't seen it,'' Soderbergh says. ``It had that coolness about it because of the notoriety of that group. You can't recapture that. But you can make a better movie.''

Adds Matt Damon, who plays an expert pickpocket: ``I don't think most people know the original or, if they do, they imagine it's better than it was. We just wanted to have a lark. Everybody cut their salaries. You do it for fun and for a chance to work with Steven Soderbergh.''

That's the party line. Roberts repeatedly gushed over Soderbergh throughout the awards season as the two went from gala to gala, collecting enough trophies to require a mantle annex.

``He is a bona fide genius, certainly,'' Roberts says. ``He has a respect and love for movies that is paramount to being a really good director. All of his movies are very different because he doesn't just 'Soderbergh' every movie. He really takes care of the stories that he tells. And he's also nice to be around; he's just a nice, smart guy, and to serve him is to feel as though you're serving a higher purpose.''

Soderbergh knows he's on a roll and he plans on trying to extend it for as long as he can. His next movie, ``How to Survive a Hotel Room Fire,'' is a low-budget follow-up to his first film, ``sex, lies and videotape.'' Catherine Keener has signed to star, and rumor has it that Roberts will be joining the cast soon, too. After that, Soderbergh plans on making a psychological science-fiction tale called ``Solaris.''

``Don't expect any hardware,'' Soderbergh says, quickly squelching any thoughts of him going the way of Lucas and Spielberg.

And after that? Well, Soderbergh is a workaholic. He doesn't go to nightclubs, doesn't attend premieres and seems to have only one vice - moviemaking. While filming ``Ocean's'' in Vegas, he didn't drop so much as a nickel in the casinos, preferring to edit the film as he went along. Cast members like Pitt, on the other hand, were intent on supplementing their paltry paychecks at the blackjack tables.

``A couple of guys took that old Rat Pack vibe to heart,'' Soderbergh says, referring to the Rat Pack's regimen of filming during the day and hitting the Strip at night.

Soderbergh was happy simply working all the time. He says the critics' prizes, the Oscar for directing ``Traffic'' and all the attention and buzz haven't changed his life in the least.

``I still don't understand what happened,'' Soderbergh says, his voice full of genuine wonder. ``I don't know if I'll ever be able to describe it. Winning the Oscar was just a surreal ending to a surreal year. If you said to me today, 'Oh, you know what? That actually didn't happen,' I would go, 'Oh, OK.' It's just - um - what are the odds?''

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3 photos

Photo:

(1) Brad Pitt, left, and George Clooney star in ``Ocean's Eleven,'' director Steven Soderbergh's remake of the 1960 Rat Pack caper film that starred Frank Sinatra. (Dec. 7)

(2) Brad Pitt, left, with George Clooney, ``took the old Rat Pack vibe to heart,'' says ``Ocean's Eleven'' director Steven Soderbergh: Pitt would hit the Vegas Strip after the day's filming.

(3) Steven Soderbergh