The script, which was concocted by screenwriting partners Brian Koppelman and David Levien (who are now hereby absolved for writing the lame 2004 remake of Walking Tall), gets back to basics, supplying us with a villain, a revenge scenario, and an “impossible” heist that requires a ridiculous amount of planning, execution, and insight into human behavior. The film jumps right into the plot, assuming the audience is already familiar with the film's motley gang of well-dressed criminals. The event that brings the boys back together again is Reuben Tishkoff (Elliott Gould), the lovably high-strung Las Vegas impresario, having a heart attack after he is royally screwed in a mega-million-dollar hotel/casino deal by Willy Bank (Al Pacino), a sleazy, high-rolling developer who makes Terry Benedict (Andy Garcia) look like Mother Teresa (Benedict is back in this one, as well, and he's still slimy as ever).

As soon as partners Danny Ocean (George Clooney) and Rusty Ryan (Brad Pitt) hear about this, they set off to Las Vegas to regroup the gang and exact revenge on Banks, which involves constructing an elaborate plan to bilk his newly opened gaming palace out of all its profits on its grand opening night (which requires that they find a way to beat a supercomputer security system that can check the pupil dilation of winners to determine if they're cheating), ensure that the hotel doesn't win a coveted Five-Diamond Hotel Award, and also rip off Banks' personal stash of diamonds. Thus, the plan is actually several separate plans, which gives all the major players important roles.

Matt Damon's Linus Caldwell, who seems to have grown his brain back after playing the mimbo in Ocean's Twelve, gets to don a fake nose and woo Abigail Sponder (Ellen Barkin), Banks' righthand woman. Don Cheadle's explosives expert Basher Tarr gets to dig underground beneath the casino with a giant drill to simulate an earthquake (don't ask), while Eddie Jemison's Livingston Dell battles to perfect a rigged card shuffler and Bernie Mac's Frank Catton gets on the floor of Banks' casino as a dealer. Virgil and Turk Malloy (Casey Affleck and Scott Caan) get several odd jobs, including infiltrating the Mexican manufacturing plant where Banks' dice are made in order to load them, although that plan is temporarily waylaid by a strike they incite. And, the old con artist Saul Bloom (Carl Reiner) gets to don his best British accent as he impersonates a hotel inspector while the actual inspector (David Paymer) is given the cold shoulder and much, much worse.

Returning director Steven Soderbergh, following his experimental video feature Bubble (2005) and failed Third Man homage The Good German (2006), seems to take more of a backseat this time around. He still infuses the film with several healthy dashes of retro-style, including fast zooms, wipes, and split screens (so many at one point that you could watch the film half a dozen times and still not catch everything that's happening simultaneously). Soderbergh knows he has Hollywood's male dream cast at his disposal, but interestingly enough, his twin Sexiest Men Alive, Clooney and Pitt, take more of a backseat, as well. It isn't until the heist is at its peak that you realize that Danny and Rusty aren't even playing major roles in the con, and they are frequently absent from the screen for lengthy periods. This might be a problem if the other actors weren't so good, but watching Reiner doing his British schtick, Affleck and Caan deepening their testy bond, and Damon playing the would-be Don Juan is enough to keep the film buoyant and lively. Plus, Pacino, decked out in gaudy suits, a fake-bake tan, and an atrocious highlighted coiffure, brings such slick gravitas to his role as Willy Banks that he could keep the movie running on his own.

It also helps that, unlike the first two films, Ocean's Thirteen doesn't try to cram in any unnecessary romantic entanglements. In fact, the absence of Julia Roberts as Danny's wife and Catherine Zeta-Jones as Rusty's paramour is humorously explained and dismissed in the opening moments, suggesting that, this time around, it's strictly one for the boys.

Copyright ©2007 James Kendrick

Thoughts? E-mail James Kendrick

All images copyright ©2007 Warner Bros.