'OCEAN'S' PLOT A SEA CHANGE COMPLETE WITH STAR POWER.

Byline: Bob Strauss Film Critic

Better than the original but still, basically, an excuse for a bunch of movie joyboys to have a good time in Vegas, the remake of ``Ocean's Eleven'' puts a final coat of sleek cinematic varnish on a year of flashy-but-empty heist movies.

The most brilliant thing about this film is probably its casting. While it would have been impossible to reproduce the off-the-charts cool of the first Rat Pack movie, George Clooney, Brad Pitt, Matt Damon, Julia Roberts, Bernie Mac, Don Cheadle and such unexpectedly spry seniors players as Elliott Gould and Carl Reiner make for a hot combo, and one just distinctive enough to stave off any fond memories of Frank, Sammy and Dino for two hours.

Much like Vegas itself, the scenario has been reworked and aggrandized from the 1960 model by screenwriter Ted Griffin. The fundamental - bucking impossible odds to take the town for a huge sum of loot - remains. But it's all much more complicated, elaborate and, um, corporate nowadays.

No surprise, then, that the remake's director is Steven Soderbergh, the onetime indie icon of ``sex, lies and videotape'' who last year evolved into the slickest Hollywood gun around with ``Erin Brockovich'' and his Oscar-winning ``Traffic.'' ``Ocean's Eleven'' looks like the final stage of Soderbergh's metamorphosis; it's pretty as a butterfly and just as lightweight.

As far as undemanding fun goes, though, the studio system hasn't churned out anything better all year.

Rather than old Army buddies, this crew of 11 is pretty top-heavy with career criminals (good thing that they're all such charmers). About two minutes after he's paroled, Clooney's Danny Ocean begins organizing his raid on the Bellagio's impregnable vault (and yes, you saw him and Soderbergh doing a similar dance in ``Out of Sight'').

One of the first drafted is detail man Rusty Ryan (Pitt), who is amusingly rusting away teaching poker techniques to rich, boy-band types; like everyone else who joins the crew, he's just itching for a big challenge worthy of his talents. Collecting the rest of the gang is fun, planning the raid involves a few reversals that don't generate a whole lot of suspense but keep matters moving along, and the actual knock-over involves just enough previously unmentioned fakeouts and subterfuges to sustain viewer interest without making us feel as ripped off as the casino's intimidating boss.

That, by the way, would be one Terry Benedict (Andy Garcia), a man controllingly put-together from his immaculately groomed hair to his assured personal equilibrium between hospitable professionalism and surveillance-obsessed menace. He oozes confident power, and it's no wonder that Danny's ex, Tess (Roberts), hooked up with Terry after her husband got nabbed.

We're supposed to question the gangleader's real motives because of this. Will he sacrifice the money (and his cohorts) to win Tess back? Don't worry too much about it, though; the filmmakers obviously didn't. (And what's with the 1940s hard-boiled dialogue whenever Danny and Tess meet? It sticks out as much as it would have if Clooney went around saying ``ring-a-ding-ding'').

Top performance kudos go to Reiner as a retired con man called in for one last mission. And Soderbergh, serving again as his own cinematographer, makes the Strip glitter as only the best of them can, and makes his stars look like this sprawl of glitz heaven on earth is the only place their celestial selves belong. As for that other aspect of heaven - the one regarding the morals which will supposedly get us there - let's just say that things have changed a lot since Sinatra's ``Ocean's Eleven'' ended. In Hollywood and its version of Vegas, anyway, if not in the real world.

``OCEAN'S ELEVEN''

(Rated PG-13: The stars: George Clooney, Brad Pitt, Matt Damon, Julia Roberts, BAndy Garcia, Don Cheadle, Carl Reiner, Elliott Gould, Casey Affleck, Scott Caan, Bernie Mac.

Behind the scenes: Directed by Steven Soderbergh. Written by Ted Griffin, based on a story by Harry Brown, Charles Lederer, George Clayton Johnson and Jack Golden Russell. Produced by Jerry Weintraub. Released by Warner Bros.

Running time: One hour, 51 minutes.

Playing: Citywide.

Our rating: Three stars