A caper film is only as good as the concept behind the capers (of which this one provides two masterful examples) and the appeal of the characters who pull them off. This is a modern, mostly American-based recasting of the 1969 classic British comedy's gang of error-prone aces that boasted Michael Caine, Noel Coward, Raf Vallone and Rossano Brazzi in its cast. That one was as hilarious as it was original; this one, with a slight rebalancing of the wheels, is more serious, more deviously plotted and more intricately maneuvered.

It's also a story about a gang of thieves and pulls off the biggest heist of all: making you root for them! The poor things are, after all, the victims of treachery.

At the start, we see the team in action as it manages to ingeniously capture a safe with $34 million in gold bars from its well guarded palazzo in St. Marks Plaza, Venice, Italy. To pull off the impossible you need the combined expertise of specialists working together (Lakers, take note). Heading the job is mastermind Charlie Croker (Mark Wahlberg) whose genious for breaking, entering and escaping is second to none except that of his mentor, John Bridger (Donald Sutherland), a top-of-the-line safe cracker. Bridger is also the father and trainer of the beautiful, blond Stella, whose genetic inheritance as a safecracking virtuoso has made her a specialist for law enforcement and off bounds for the team... so far.

Rounding out the operation are Rob (Jason Statham of "The Transporter") a wheelman par excellence; explosives expert Left-Ear (Mos Def) who learned a lesson when he lost hearing on the right one in a school prank; computer hacker wizard like no other Lyle "I am Napster" (Seth Green), who can break into a city's traffic grid to control red and green lights, among other excellent cracking capabilities; and "inside man" Steve (Edward Norton).

This first heist involves the precise locationing of the safe (from the ceiling below it!), provided by team genius Lyle, then the painting of its underside with a liquid explosive cooked up by Left-Ear. A diversionary chase along Venice's canals and some underwater work concludes the escapade with champagne toasts on a snowy alpine peak as each of the crew dreams of how they'll spend their portion of the loot. Until it comes to Steve, who hasn't thought of what he'll do with it yet. "Guess I'll take a little of each of your ideas," he says cryptically, a tipoff of the double cross he has planned, which results in his taking of the entire fortune and the murder of John Bridger.

Now, it's a matter of payoff and retribution for the gang, bringing in Stella who adds her cool-under-pressure safecracking skills, blond luster and desire for vengeance to the enterprise. It also brings her back into companionship with Charlie, a relationship that has had some competitive difficulties in the past.

The newly constituted group of survivors follow their betrayer to Los Angeles where Charlie's new plan will include an even more intricate caper than the one in Venice and the creation of one of the biggest traffic jams in a city where every hour is rush hour. Careening through it will be specially beefed up mini-Coopers (the essential bow to the original version), helicopters, armored cars and motorcycles threading through Metro Rail tunnels, narrow escape routes, concrete aqueducts, stairs and Walk of Fame crowds.

F. Gary Gray directs from Donna and Wayne Powers' adaptation, skillfully combining humor with much zippy pacing for a thrill movie with its own brand of action dynamics and considerable genius in the caper constucts. The twisting aims of the plot, while sometimes bogged down in narrative density, are never lost in the fog of confusion that typifies the genre ("The Good Thief", "Confidence"). The main goal is understood and in sight -- for the characters as well as for the audience -- which is perhaps the single strongest part of this heart-thumping, high octane pursuit through earthbound space.

                                      ~~  Jules Brenner