George Clooney, Brad Pitt, Julia Roberts, Andy Garcia, Matt Damon, Don Cheadle

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Ocean's Eleven is pure fun from start to finish, right down to a closing credit that reads, "And introducing Julia Roberts as Tess." Clearly misleading, the credit is in keeping with the mischievous sense of humor exhibited throughout this enormously entertaining heist picture.

Essentially, Ocean's Eleven is one big in-joke, and we're all in on it. In remaking the 1960 Rat Pack movie of the same name, director Steven Soderbergh (Erin Brockovich and Traffic)—is this guy good or what?—and screenwriter Ted Griffin (Best Laid Plans) have smartly retained the original's sense of male camaraderie and cool while vastly improving on its plot and pacing. Clooney is Danny Ocean (once played by Frank Sinatra), a scam artist who, upon his release after four years in prison, assembles a crack team of hustlers, pickpockets and explosives and surveillance experts for a job in Las Vegas. The goal: to rob $150 million from a safe that serves three casinos. The casinos are all owned by a ruthless mogul (Garcia) who's keeping company with Ocean's ex-wife (Roberts), for whom our hero still pines. Seeing Tess again, Ocean asks her if her new beau makes her laugh. She replies, "He doesn't make me cry."

Each star gets his moment (as does Roberts in her supporting role), but Clooney is the host with the most. He effortlessly carries the film on his broad shoulders, exuding big star braggadocio while still conveying Ocean's depths. Pitt, as Ocean's second-in-command, displays a relaxed charisma. He is particularly amusing in an early scene when he makes his living (though bored senseless) by teaching poker to young Hollywood heartthrobs (cameos by Dawson's Creep's Joshua Jackson and That '70s Show's Topher Grace). Damon and Cheadle are both fine, but the real surprise here is Elliott Gould, who is a gas as a gold-chain-wearing former casino owner. (PG-13)

Bottom Line: Jackpot

Gene Hackman, Owen Wilson

It would not be inappropriate to bring an American flag along to Behind Enemy Lines. The movie's hyperbolic climax, in which American troops use Rambo-worthy force to rescue a lone Navy flier downed in hostile Bosnia, provides ample opportunity to wave Old Glory (though the folks behind you might find it a little distracting).

Up until that point, Lines is a better than average movie, combining superior action scenes (such as one that puts a viewer into a plane's ejection seat) with strong performances by Hackman and Wilson, who plays Lt. Burnett, a Navy navigator whose plane is shot down during a routine NATO surveillance flight. Burnett spends much of the movie desperately trying to outrun Serbian troops and an enemy sniper who are pursuing him. Meanwhile, his naval commander (Hackman) battles NATO higher-ups reluctant to grant him permission to rescue his flier.

Director John Moore, making his debut, shows considerable talent. Wilson (Shanghai Noon), a hipster in uniform, continues to impress as a possible heir to Jack Nicholson, while Hackman brings an appropriately rueful weariness to his role. (PG-13)

Bottom Line: No medals, but does its duty

Hilary Swank, Jonathan Pryce, Joely Richardson, Simon Baker, Brian Cox

Blame it on the sophomore jinx. In her first starring role since 1999's Boys Don't Cry, Hilary Swank (who had a supporting role in last winter's The Gift) comes a cropper. It's not all her fault. No one—and there are some mighty impressive names up there onscreen with her—could shine in this deadly dull costume drama set in pre-Revolutionary France.

Based on real events and directed by Charles Shyer (Father of the Bride II), The Affair of the Necklace has Swank playing Jeanne de la Motte-Valois, a disinherited aristocrat who will stop at nothing to get her family estate back. To make her fortune, she hatches a complex scheme that involves manipulating Queen Marie Antoinette (Richardson), a lascivious cardinal (Pryce) and other powerful figures, as well as taking possession of, yes, a dazzling diamond necklace. Her nefarious doings play a role in the eventual overthrow of the royal family.

Swank poses prettily in her sumptuous costumes but seems at a loss as to what motivates her vengeful character. Richardson's Marie Antoinette emerges as the film's only sympathetic figure, a cream puff who longs not to be taken lightly. (R)

Bottom Line: Off with their heads

Edward Burns, Heather Graham, Brittany Murphy, Stanley Tucci

The events of Sept. 11 cause one to take a kinder view of this slight romantic comedy than might previously have been the case. The fact that the movie's Man-hattanites try so desperately to find love seems somehow courageous and life-affirming. Hence, Sidewalks of New York avoids a total Bronx cheer.

Director-writer-star Edward Burns (The Brothers McMullen) tries to be Woody Allen here, something even the Woodman isn't doing too well of late. Burns has a half dozen lonely New Yorkers chasing sex and romance, each pausing to tell the camera (and us) what they really want. Of the ensemble cast, Tucci, Murphy and Rosario Dawson provide the sharpest performances. Graham, saddled with playing a character called Annie who even dresses like Annie Hall, mostly just sputters. (R)

Bottom Line: Keep on walking

Black Knight Martin Lawrence finds himself wearing armor back in the 14th century. He's far funnier in a contemporary frock. (PG-13)

The Devil's Backbone An intriguing ghost story, with more on its mind than just wraiths, is set in an orphanage during the Spanish Civil War. (R)

Harry Potter and the Sorcerer's Stone Kids will fall under the wee wizard's spell, as will adult fans of J.K. Rowling's book. Others may end up checking their watches. (PG)

Heist Eureka. David Mamet's first-rate thriller about a gang of thieves. Stars Gene Hackman. (R)

Spy Game Robert Redford plays a veteran CIA agent and Brad Pitt the protégé he must rescue in an entertaining thriller aimed at adults. (R)

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