Ocean’s Eleven is a film that does not deserve a remake. The 1960 original featured the Rat Pack and an extended rodent family in a plot to rob five Las Vegas casinos in one New Year’s Eve heist. Frank Sinatra, Sammy Davis Jr., Dean Martin, Peter Lawford and company used the production as a vehicle to continue on the screen what was their mantra in real life: boozing, gambling and chasing women. Juvenile, meandering and amateurish to a fault, the original film contained so few redemptive elements that only the most dedicated of audiences found the film appealing. So it’s a mystery why director Steven Soderbergh, the film industry’s latest (but certainly very deserving) “it” boy, would choose to take on an absolute dog’s breakfast of a movie. Nonetheless, he has churned out a star-powered, yet subtly layered Ocean’s Eleven that is less a re-make than a re-imagining of the original.

Gone are the threadbare plot and misogynist overtones, and in their place lies a taut caper tale with Soderbergh at the top of his game. George Clooney reprises the role of Danny Ocean, a con-man just out of a New Jersey jail, who assembles a crew of 10 other men (hence Ocean’s Eleven) to steal $160 million from an impenetrably fortified vault holding cash reserves from the Bellagio, the Mirage and the MGM Grand casinos. Ocean runs the show, bringing in card-sharp Dusty (Brad Pitt), impersonator Saul (Carl Reiner) and pickpocket Linus (Matt Damon), among others, to complete the job.

Soderbergh wryly acknowledges the film’s origins and then manages, as he so frequently does, to transcend its limitations. While prepping his team for the heist, Danny explains precisely why he would attempt such an impossible mission. His reasons are succinct, his delivery is deadpan and his air is undeniably macho. Pitt bursts the bubble when he asks, “You’ve been rehearsing that, haven’t you?” Clooney responds: “A little, did I rush? I felt like I rushed.” With any other director, the quip might have been left on the cutting room floor, but with its inclusion, Soderbergh breaks down cliche and gives himself licence to stretch the bounds of convention. Dusty avoids the Rat Pack’s liquid lunch of scotch and soda and instead spoons yogurt by the crateful, and Linus munches antacid tablets like they’re candy—neither are prototypical two-bit hoods.

When Ocean’s crew finally executes the theft, it’s as slick as any I’ve ever seen, but the elements leading up to the climax captivate well before the film’s closing 30 minutes. Even though Ocean’s Eleven beats with a heart straight from a heist flick, through its veins courses much more substantial, more nuanced filmmaking. As with Traffic—though here much more subtlety—Soderbergh contrasts textures, colors and lighting in almost every scene. Damon’s introduction is filmed grainy and under-exposed, appearing as much a pickpocketing documentary as a time for character development. When Clooney happens upon his ex-wife, Tess Ocean (Julia Roberts), the restaurant scene is softly lit from a single table lamp; palpably romantic, it plays skilfully against the oily glaze of the casino. Soderbergh is perhaps also the contemporary director most adept at using music to underscore the tenor of his films. David Holmes’ slinky, funky score mixes with 60s swing and hints of Vegas glam, lending the film a coolly hip pulse.

With such exquisite attention to detail, Soderbergh makes the actors’ jobs almost too easy. The mood is firmly set before his actors grace the screen, and they seem to effortlessly slide into their roles, feeding off the director’s rhythms. Clooney riffs on his rugged, cocky Out of Sight character, but reigns in his persona to match the film’s ambience, and lends a sentimentality to Ocean’s reasons for pulling the job. Danny wants to bring down Terry Benedict (Andy Garcia), the owner of all three casinos, because he’s dating Tess, and thanks to Clooney’s restraint, he’s surprisingly credible. It may be Ocean’s crew in name, but the individual characters, deliberately stereotyped, frequently steal scenes from the stars. Roberts—appearing uncharacteristically un-attractive—may have top-billing, but she is merely an ornament to the plot; the outlaw band provides the real fun. Reiner’s Saul captures the weary, seasoned older guard while young upstart Mormon brothers Virgil and Turk Malloy (Casey Affleck and Scott Caan respectively) bicker constantly throughout and serve as comic foils to the rest of the crew. They are caricatures, but they are also depicted with unabashed glee, a homage to Rat Pack’s brazen, fraternizing spirit.

Soderbergh also seems to relish his “arrival” (official since Erin Brockovich) and acceptance into the studio system. He’s able to craft compelling, intimate vignettes, masterfully array them into a coherent whole and continually experiment with his camera work, but Soderbergh also keeps in step with the film’s cheeky “why not?” spirit. Why not rob an impenetrable casino fortress? Why not detonate a bomb in downtown Vegas to wipe out all electricity? Why not have Wayne Newton, Siegfried & Roy and world heavyweight boxing champion Lennox Lewis in cameo roles as themselves?

Ocean’s Eleven treads a fine line between sentimentality, cheeky tribute and über-cool self-indulgence, easily Soderbergh’s least “serious” film to date. In blackjack, it is a cardinal rule to double down when holding 11 for the high stakes, winner-take-all bet. Ocean’s Eleven gambles, bets big and takes down the house.

Ocean’s Eleven, starring George Clooney, Brad Pitt, Matt Damon, Andy Garcia and Julia Roberts, is released by Warner Bros. Pictures and directed by Steven Soderbergh.