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This listing may be the closest thing to actual tension the film provides moviegoers, since Mr.

Soderbergh is not about to dilute the good will his extraordinarily charismatic cast seduces out of the audience.

(His brassy intonations are reminiscent of the Linda Richman character Mike Myers used to do on ''Saturday Night Live.'') Carl Reiner is the curdled, retired hood Saul Bloom, and he peppers his performance with a disgust that looks as if it's powered by heartburn. Soderbergh's underseen ''Schizopolis,'' is a jittery electronics expert -- one of several, apparently.

And as a screen actor, the comic Bernie Mac gets better and better.

The cast is having a gas, and the actors who play for broad comedy hit their targets hard and repeatedly.

As Reuben Tishkoff, a macher who has reasons of his own for getting back at Benedict, Elliott Gould looks, and acts, like a borscht belt bear.

Don Cheadle's demolition expert is dressed as if he'll later be disc jockeying at an underground club. (He is the youngest of the group, though not much younger than Mr. Clooney.) He tries to connote youth by crimping his own style. Her schoolmarmish role seems almost an afterthought to compensate for the original's no-girls-allowed misogyny. Soderbergh, who is perhaps the ne plus ultra director of films about people living on the margins.

He takes on a slipshod cockney accent that goes in and out; you wait to hear that it's a put-on. With the really young actors used as a joke earlier in the film, it's almost as if the movie is trying to put Mr. His debut, ''Sex, Lies and Videotape,'' was so much about outsiders that one of its characters pressed a video camera to the window instead of his nose.

Damon in the same uncomfortable position as Robert Redford in ''The Sting'' when he was too old to play the Kid role. I'm not sure why he chose to remake ''Ocean's Eleven,'' a movie so much about insiders that the stars of the original couldn't have cared less if there was an audience for the picture.

And as it turns out, there wasn't much of one for the original, a ''Rififi'' swaddled in sharkskin and platinum slave bracelets. Soderbergh seems to make a different-looking movie on each occasion he gets behind the camera, though he does fall back on the stuttered, elided edits purloined from Jean-Luc Godard's splintered cuts.

Soderbergh has joked about in interviews as a movie in which the cast members enjoyed themselves and spared audiences any such delight.

(The biggest question in the original ''Ocean's Eleven'' was not whether the thieves would succeed with the score, but whether they could get through the movie with a straight face.) Mr.

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