This story begins at the parole hearing of Danny Ocean at a New Jersey Penitentiary. He comes across as a charming, suave pleasant gentleman, with a choir boy face, who can sell ice to Eskimos when pressed. When asked what he will do if paroled 6 months early, the audience didn't get to hear, but he must of convincingly with an earnest gleam in his eye, accompanied with a smooth, practiced style, told the parole board what they wanted to hear.

Despite what he told his parole board, the moment Danny Ocean, a master at bloodless grifting schemes, that are based on skill and brain power, is paroled from prison, he forms another posse made up of 11 men with various skills needed to carry out an elaborate, complicated plan to steal from 3 Las Vegas casinos, Bellagio, The Mirage, and the MGM Grand. All three casinos are owned and run by the vicious, underhanded Terry Benedict (Andy Garcia), who is also dating Ocean's ex-wife, Tess. Despite the seemingly impossibility for the success of such a scheme, there are good reasons to do this job. Ocean has no qualms from taking 150 Million dollars from a mean cheater with a dubious character who deserves it, and is courting Ocean's love of his life, ex-wife Tess (Julia Roberts).

After successfully recruiting a shifty Reno card dealer, Frank Canton (Bernie Mac), then checking in by phone with his New Jersey parole officer, promising to not leave New Jersey, he flies from Reno to Hollywood, California., to look up an old partner, Rusty Ryan (Brad Pitt).

Ocean finds Rusty in an up and coming Hollywood dance bar. In a back room, Rusty is teaching card games to a bunch of game-challenged young TV stars. Holly Marie Combs (TV Series-Charmed), Topher Grace (TV Series-That 70's Show), Joshua Jackson (TV Series-Dawson's Creek), Barry Watson (TV Series-7th Heaven) and Shane West (TV Series-Once & Again) have a lot of fun in their parts, driving Rusty crazy with their inane lack of memory, and their dumb moves. Fun for the audience reigns when Danny Ocean joins the game, suddenly.

Rusty and Danny fly to Las Vegas to see a possible financier for their grand scheme, Reuben Tishkoff (Elliott Gould), who declined to fund the project until he found out who owned the casinos about to be robbed. Tishkoff's casino businss was ruined by Tony Benedict's shady business practices, and will witness its demise soon, when Benedict has it blown up to make way for his new casino. The desire for revenge is sometimes stronger than one's common sense, and throw caution to the wind.

Further breaking the conditions of his parole, Ocean flies to Chicago to recruit a young grifter, Linus Caldwell (Matt Damon) who is a gifted pickpocket, and the son of an old associate, getting Caldwell's attention in a unique way.

Rusty Ryan flies to Florida to recruit a retired master at conning schemes, Saul Bloom (Carl Reiner). Ryan then literally snatches an expert in explosives, Basher (Don Cheadle) from the clutches of the police.

Also on the list of highly skilled grifters are Livingston Dell (Edward Jemison), a surveillance expert, the wild Malloy brothers from Utah, Virgil (Casey Affleck), and Turk (Scott Caan), and a Chinese acrobat artist Yen (Shaobo Qin), hired to do acrobatic moves inside the vault.

This complicated, ambitious con game is intricately planned down to the last detail around a "much-anticipated boxing event," between Lennox Lewis vs. Wladimir Klitschko, where betting is encouraged of course. This means that the casino's vault must have 150 million dollars on hand to cover both the gaming tables and the fight bets, according to the Gaming Commission's rules.

But how will they get around the stringent security, the impenetrable vault, hoodwink casino personnel, beat the system and con Terry Benedict without him knowing it, and without him finding out who they are? How will they ever get the money out of the casino? Don't worry, Danny Ocean has a plan. But another concern is brought up to worry the audience. Will Danny Ocean's efforts to win back his ex-wife, Tess (Julia Roberts), jeopardize the whole operation?

"Ocean's 11" is a classic because of its brilliant direction, clever and suspenseful plot, cool and humorous characters played by a gifted cast, that offers great entertainment to the movie-going audience.

The film is directed by the talented Oscar-winning director, Steven Soderbergh, a man with the gifted insight to successfully blend a wide variety of elements; subtle & overt comedy, drama, action, suspense and romance into a crime story of plot twists and surprises. It has something for everyone. While the audience is slowly let in on the ins and outs of the scheme, some twists and moments of genius in the planning are only revealed after the incidents happen, or when the bad guys find out themselves, which adds to the suspense and enjoyment of the film.

Ted Griffin did an excellent job in revising the original screenplay, adding funnier lines, fun banter, expanding and adding characters, and giving the plot a shot in the arm, updating it a bit. The close calls that this group of grifters encounter also ad to the suspense and thrills of this engrossing screenplay.

The nearly all-star cast put their all into their characters, showcasing their individual talents in portrayals of people with a shady nature - people who have chosen to be involved in a stealing scam.

George Clooney is convincing as a suave, smart con man, Dan Ocean, determined to carry out an elaborate scam to steal a large sum of money from a scum bag who has possessed a person, still dear in his heart, his Tess. While his team carries out the careful steps of the plan, Daniel starts trying to change Tess's opinion about him, which predictably gets him into trouble with Tony Benedict.

Andy Garcia excels as the cold-blooded, smart, intense Tony Benedict, an owner of casinos who believes in unethical business practices, strict schedules, taking care of his patrons, knowing his employees, having a sophisticated security system, looking at women as possessions and wreaking havoc on his enemies.

Brad Pitt is very believable as card magician, Rusty Ryan, an expert in the psychology of how to con people, which he teaches young Linus Caldwell (Matt Damon), as he prepares for his role in the plan. Pitt's cool portrayal of this roguish, scamp, with a drole sense of humor and iron-like nerves, is the perfect match for the likes of Danny Ocean.

Matt Damon gives his usually, high quality performance, portraying pick pocket expert Linus Caldwell, who is not sure of himself when promoted to be a direct player, playing an important part in the distraction of Tony Benedict. By the end of the scam, he had grown in his criminal expertise and self confidence.

Elliott Gould has a small but sparkling part where he portrays ex-casino owner, Reuben Tishkoff, who Ocean and Ryan indirectly draw in to be the financial backer for their elaborate scheme.

The very accomplished Carl Reiner gives the audience a marvelous performance as the experienced con man Saul Bloom, who pretends to be a German high roller with something very valuable that he wants to be kept in the vault for safe keeping. Carl Reiner is going strong at 80 years old!

Don Cheadle does a marvelous job portraying the colorful Basher, a gifted explosives expert from the British Isles, making the most of the unique speech colloquialisms, provided for him in the script. When an unexpected problem arises with their plan to disrupt the electricity, Basher sums it up with "So unless we intend to do this job in Reno, we're in Barney. Barney Rubble. Trouble!"

The lovely Julia Roberts does a good job portraying Tess Ocean, a confused woman, trying to resist Danny's charms, and not wanting to believe the true nature of Tony, even when she senses something is odd about him. Though her role was small, what the script asked her to do, she accomplishes.

Film is rated PG-13 for some F and potty words, and some sexual content (no bed room scenes, just kissing and dialogue between characters). It is basically ok for kids 13 and up, with some reservations. The film does rationalize that stealing is ok if it is done against a bad guy, which falls into the humanistic way of thinking; Whether actions are right or wrong depends on the situation.

Parents also should talk with their children about why they think Daniel Ocean and the rest of his posse chose to use their gifts in dishonest ways. What are the good and bad consequences of their heist?

Hint: At the very end of the film, it is clear Ocean and Ryan may have to still deal with Tony Benedict, a vindictive man, still looking for his lost money.