When Steven Soderbergh and George Clooney worked together back in 2001 with their remake of the Rat Pack starrer Ocean’s 11, the film, and its subsequent sequels, managed to work so well, not because of the heists or the twists and turns in the story, but in the cast of characters and Soderbergh’s killer direction. Not only did the trilogy have a stellar cast that played off of one another, with fun personalities and performances, but Soderbergh was able to have a strong pace, fun set pieces, and beautiful shots.

While Gary Ross doesn’t quite deliver on the tight pace Soderbergh had in the previous installments, the most important element that makes an Ocean’s film work is the cast, and while the first and third acts feel lethargic at moments, the cast work so well with one another, that if this film didn’t include a heist, it still would have been enormously satisfying and on par with the previous three films.

Sandra Bullock leads as Debbie Ocean, Danny Ocean’s brother, who just becomes paroled, but soon pairs up with her old friend Lou, played by Cate Blanchett. Together, they, along with a host of other ladies, all attempt to steal a rare diamond necklace that is planned to be worn by movie star Daphne Kluger, played by Anne Hathaway, at the MET Gala. It’s a simple story, and doesn’t quite have the wild twists and subplots that were found in the Soderbergh trilogy, but, at least in the opinion of this viewer, the story is not what makes a film like this work, but a cast of likable actors, or actresses in this case, working off one another and having fun in a slew of memorable and glamorous locations, and this film delivers on that front.

Sandra Bullock, known for her comedic timing, plays Debbie as quiet and reserved, while the regal Cate Blanchett plays Lou as tough and no-nonsense, and both manage to successfully play against type and deliver memorable performances. Mindy Kaling and Sarah Paulson, playing a softie and suburban mom respectively, also deliver fun moments, Rihanna as the laid-back hacker, and Awkafina as the street-smart pickpocket have great one-liners, and Helena Bonham Carter does her usual eccentric persona to great effect.

But the real standout in the entire cast is Anne Hathaway as Daphne Kluger. Playing herself as a vapid airhead, she kills just about every moment on screen, as Ross allows her to breathe and deliver hilarious one-liners, as well as really take advantage of her great comedic timing, in turn giving one of her most memorable performances of her career.

And while the cast does elevate much of the material, Ross still isn’t Soderbergh, and while he does manage to imitate much of the stylized edits and camerawork found in the Clooney films, and he wisely avoids going too wild with the screenplay, the pacing does start to fall apart in the third act. The first act which sees the developing of the team as well as the heist, and the second act which sees the actual MET Gala in action are fun, entertaining, and snappy. But without giving too much away, once the third act, which sees James Corden appear in the picture, the film starts to lose much of the energy, as it drags on to a storyline that feels more like an epilogue than a continuation of the story. Although the third act does have a very strong conclusion, one does feel the run time start to feel noteworthy, and really hurts the film.

But regardless of a weak finale, the film still offers much of what made the Clooney films great. Fun presentation, lovely locations, snazzy costumes, and a memorable cast that work well off of one another, resulting in a fun, light-hearted summer blockbuster that is also one of the few tentpole releases that depicts a group of women being themselves and enjoying one another’s company.