Ocean's Eleven asks the question, What is Oscar-winning director Steven Soderbergh doing remaking a 1960 Rat Pack flick best remembered for Frank Sinatra's orange sweaters and Dean Martin being Dino? Answer: having a ball. You will, too; Soderbergh's joy is contagious.

The new film borrows only the basics: a plan cooked up by Danny Ocean (George Clooney) to rob three Vegas casinos (the Mirage, Bellagio and MGM Grand) owned by Terry Benedict (Andy Garcia), the guy who moved in on Danny's ex-wife Tess (Julia Roberts). That's it.

The rest is meeting the eleven: Brad Pitt is terrific as a cardsharp reduced to giving poker lessons to Teen Beat cover boys — Joshua Jackson, James Van der Beek and Topher Grace as themselves. Matt Damon shares a great sting scene with Bernie Mac. Casey Affleck and Scott Caan are a pair of prime goofballs, and Don Cheadle, Edward Jemison and Shaobo Q in get their licks in, too.

As for Clooney, his effortless star power is a thing of beauty. He'd own the movie if Elliott Gould and Carl Reiner didn't steal every scene they're in. Soderbergh treats these old pros with unforced affection. The whole film is relaxed, a caper with no guns, no gore and scant use of the f word. Soderbergh's assured style is a tonic. The laughs keep coming, down to the final credits: introducing julia roberts — that's funny. Forget Oscar, Ocean's Eleven is the coolest damned thing around.

“The Pretender”

This song wasn't part of the planned track listing for 2007's Echoes, Silence, Patience & Grace, and was put together in a day. "It happened after we recorded a lot of stuff," said Dave Grohl. Yet it ended up as the album opener and the lead single. Grohl called it "a stomping Foo Fighters uptempo song with a little bit of Chuck Berry in it." The singer hinted at the lyrics' political overtones: "Everyone's been f---ed over before and I think a lot of people feel f---ed over right now and they're not getting what they were promised."