George Clooney stars as a charming thief who orchestrates an audacious robbery with a little help from Brad Pitt as an ace card shark, Matt Damon as a master pickpocket, and Don Cheadle as a demolition genius. Their target is three casinos owned by a ruthless entrepreneur. Also with Julia Roberts, Casey Affleck, Frankie J. Allison, Scott Caan, Holly Marie Combs, Mark Gantt, Andy Garcia and Elliott Gould. [1:58]

SEX/NUDITY 4 - A woman in a sheer nurse's uniform lap dances with a man (we see the outline of her breasts and her skimpy underwear). A man and woman kiss. In a club scene we see women in skimpy bodysuits writhing around and over chairs (straddling them and leaning backwards over them) and a woman in a high-cut bodysuit is lifted up and we see the bottom of her buttocks. A deck of cards depicts topless women with their hands covering their nipples and these are discussed as ads for prostitutes but the word "whores" is used. There is some sexual innuendo: A man says wearing gloves hurt his nighttime social life, as a man exits prison in a tuxedo another man says "hope you were the groom," a man makes a reference to the length of his physical endowment, a man holds his clothed crotch to protect himself from an electrical shock, a man makes an obscene reference to having sex with the man who's having sex with his wife.

VIOLENCE/GORE 4 - A man is shot in the back many times as he runs away and he falls but we see no blood. A man is tackled to the floor as he tries to run away, a man is hit in the face with a nightstick and falls to the floor, a man squeezes another man's hand causing him to grimace, we hear sounds of a scuffle in the background, a man lunges at another man twice, a man is punched in the face, a man hits his fist against a steel surface, a man collapses supposedly from a heart attack, a man throws himself around a room and makes punching noises and moans to make people outside a room think he is hurting someone. A man breaks a window, climbs onto a ledge and jumps onto a van as people try to apprehend him. A man's hand is nearly crushed by a heavy object. As men plummet on cables to a floor many stories below their cables abruptly stop, jerking them upwards; they have to cut the cables and fall a few feet. There's a riot in a casino and a boxing match with punches, running and screaming, and we hear gunfire but don't see it. A man's face is lightly bruised, and we see a spot of blood on a shirt collar. There are a few explosions: A building is detonated and crumbles, a group shoots the tires of a van and the van explodes (we later discover no one was inside).

LANGUAGE 5 - 2 F-words and one obscene hand gesture, many mild obscenities, some scatological references, a few anatomical references, and a couple of religious profanities and religious exclamations.

DISCUSSION TOPICS - Imprisonment, divorce, gambling, theft, camaraderie.

MESSAGE - Sometimes crime does pay; at least when you look like George Clooney.