A balmy, post-windstorm breeze wafted through the Palms' porte-cochere as fans, armed with digital cameras and picture-taking cellular phones, waited hours for the stars to come out.

But the "Ocean's Thirteen" crew came to support more than their movie and the film festival, which continues through June 16 at the Palms.

CineVegas' opening-night Lights, Camera, Take Action bash served as a benefit for the International Rescue Committee for Not on Our Watch, which supports humanitarian efforts in Darfur.

"We're giving them a check for a million dollars tonight," said Dennis Hopper, who leads CineVegas' creative advisory board.

He marveled at the crowds who thronged the Palms' main entrance.

"I think it's wonderful to have anything with this kind of audience in Las Vegas," Hopper said. "It's kind of amazing to me because there's so much action here."

For the hundreds of cheering fans lining up eight- and nine-deep, no other Las Vegas attraction had the drawing power of the "Ocean's" all-stars.

Visitor Virginia Havely of Tampa, Fla., had plans to see "Ka" at the MGM Grand until she heard about the "Ocean's Thirteen" premiere on the morning news.

"This transcends that," she said. At least she got a glimpse of a few Cirque du Soleil performers, who worked the red carpet before the celebrity guests arrived.

Dallas residents Harvey and Sheila Jackson missed the gang's Hollywood premiere Tuesday, so they were determined to catch the Vegas version.

And Las Vegan Chloe Nickolson brought out-of-town guests to the red-carpet watch, lining up hours early to catch a glimpse of Clooney and his fellow heartthrobs.

"It makes me feel young again," said Nickolson, 76. "I'm an old lady, but I still have the vim and vigor."

For another Florida tourist, Jane of Port St. Lucie, who declined to give her last name, the CineVegas premiere was her second celebrity encounter of the day.

"I shook Michael Jackson's hand at the Tropicana" earlier Wednesday, she said.

To local Donna Greene, playing spot-the-stars represents "one of many" advantages to living in Las Vegas.

"It's so interesting when I see them in reality," she said. "It's a surprise, and I like being surprised."

One observer was struck by how much shorter George Clooney seemed in person.

Not that anyone seemed to care, including Clooney.

"Vegas is fun," he said while strolling the red carpet, eliciting screams of delight every time he looked up from reporters interviewing him to acknowledge waves from the crowds.

And it's more fun for Clooney than it is for his "Ocean's Thirteen" character, Danny Ocean, he said. After all, "he's old," Clooney deadpanned.

Damon said he and his co-stars planned to party a bit Wednesday night, but they couldn't exactly play the night away because they have another benefit premiere tonight in Chicago.

For "Ocean's" producer Jerry Weintraub, who received CineVegas' Vanguard Producer Award during Wednesday's opening-night festivities, the Las Vegas turnout seemed as natural as a craps player rolling a seven or an eleven on the first roll of the dice.

"Look at it -- it's showbiz!" he said. "Everybody's happy. I'm happy." And, like the "Ocean's" movies themselves, "you've got the biggest stars all in one place."

For Trevor Groth, CineVegas' director of programming, the entire evening seemed "almost overwhelmingly cool," he said. "With the guys attached to this film, and the cause they're supporting, this is as cool as it gets."