When Reuben Tishkoff (Elliot Gould) is cut out of a deal with Willy Bank (Al Pacino), it sends Reuben over the edge and the other ten of Danny Ocean's (George Clooney) team plot revenge against Bank to help Reuben recover and take care of their own.

Maybe it's a guilty pleasure to enjoy a film series that basically glorifies stealing and gambling, but understanding it's all a bunch of fun for the sake of entertainment helps to not take it too seriously. But the character chemistry, the intricate plots, and the snappy dialog is really what makes the Ocean's films so much fun to watch. While it doesn't usually work to make sequels to remakes of original films, it has worked so far for these heist comedies. While many fans of the 2001 update of Ocean's Eleven didn't find the 2004 follow-up Ocean's Twelve to be a worthy sequel, the first sequel actually strayed enough from its predecessor's formula to stand on its own. But the discontent apparently spoke loud enough to conjure up a third outing, and Soderbergh and friends sought it fit to give it one last ride.

Ocean's Thirteen opens with central characters Danny Ocean (Clooney) and Rusty Ryan (Pitt) rushing to their friend Reuben's side after a deal with the ruthless Willy Bank (Al Pacino) goes sour. Immediately, Ocean's team reassembles without question, and it there's little delay before the guys are back to planning an elaborate heist. The loyalty among the group is impressive and to see the devotion to friendship among them is one of the best things about the characters in these films. In the first film, it was just a team assembled to pull a job (and of course, win back Danny's ex-wife). In the the second, the guys reunited to try to pull an impromptu job in under two weeks to pay back what they stole in the previous film. This time, they're back and eager to inact their revenge on Bank for what he'd done to one of their own. We all want to see Pacino's character get his, and it's fun as anything to watch the process unfold.

I can't help but feel that Ocean's Thirteen is really primarily for passionate fans of the first two. Unless you really enjoy watching these characters and the humor and scheme-hatching that ensues, you'll either be bored to tears or just plain underwhelmed. There are plenty of inside winks and nods to things from the previous films that will generate laughs, giggles, and smiles from the fans of these films, while others will just regard it as either filler or altogether pointlessness. Pacino is a nice addition to the cast as the ruthless Willy Bank. Pacino has this uncanny ability for making any sleazy villain mildly likeable (or at least just fun to watch) at the same time. He is indeed a formidable opponent for Ocean - much more so than than the Nightfox from the previous sequel. Finally, there are plenty of little surprises and tricks and snags and snares to keep Ocean's Thirteen interesting and enjoyable. Each player of the con team seems to get a bit more screen time in the third round, even Twelve's newcomer Eddie Izzard who played tech geek Roman Nagel. And for those wondering why Danny's wife Tess, played by Julia Roberts, and Rusty's significant half Isabelle, played by Catherine-Zeta Jones, aren't present this time, the boys excuse their absence early on in one simple, four word sentence - "It's not their fight." While I was worried they'd excuse the ladies with some disappointing, negative way (i.e. divorce or even death), I thought this simple reasoning was adequate enough.

Content was a bit mixed. The MPAA slapped Ocean's Thirteen with just "Brief Sensuality," but language is still a bit of a hindrance. While it's the only one of the three films not to include at least one "f" word, there are still a handful of "s" words and a few other "colorful" words. The language isn't frequent, which is refreshing, but it's still present unfortunately. Sexuality is upped a little from the previous installments. The main instance involves Linus enticing Ellen Barkin's Abigail as part of the plan, and we see her coming on to him several times, with him trying to resist her advances. Nothing is especially gratuitous, but the rating tag is deserved. Barkin, as the series' latest female lead, isn't given much to do except show a lot of cleavage, proving her shoes could have been filmed but just about anybody. Barkin ends up as the least memorable of all of the Ocean's women.

Overall, Ocean's Thirteen is an unexpected third installment in the ensemble cast-driven heist series, but a successful one at that. Three's a charm for fans, even if nothing exceptionally different from the earlier films occurs. It's great to have everyone back, and director Steven Soderbergh keeps the mood fun and hip yet again. Composer David Holmes also creates another winning score for the film, helping to tie the three movies together, wrapping up the trilogy in a unified, cohesive package. A step above Ocean's Twelve, but still behind 2001's Ocean's Eleven, Ocean's Thirteen just might be the best threequel you'll see this Summer, and the least disappointing as well.
- John DiBiase, (reviewed: 6/8/07)