Ocean’s Thirteen / **½ (PG-13)

Danny Ocean: George Clooney
Rusty Ryan: Brad Pitt
Linus Caldwell: Matt Damon
Willie Banks: Al Pacino
Abigail Sponder: Ellen Barkin
Terry Benedict: Andy Garcia
Reuben Tishkoff: Elliot Gould
Basher Tarr: Don Cheadle
Virgil Malloy: Casey Affleck
Turk Malloy: Scott Caan
Livingston Dell: Eddie Jemison
Frank Catton: Bernie Mac
Saul Bloom: Carl Reiner
The Amazing Yen: Shaobo Qin
Roman Nagel: Eddie Izzard

Warner Bros. and Village Roadshow Pictures present a film directed by Steven Soderbergh. Written by Brian Koppelman and David Levien, based on characters created by George Clayton Johnson and Jack Golden Russell. Running time: 122 min. Rated PG-13 (for brief sensuality).

OK, I’m going to be honest with you. I’m probably the only person in the world who liked “Ocean’s Twelve” better than the Steven Soderbergh remake of “Ocean’s Eleven”. And I certainly liked it better than the latest Danny Ocean con game, “Ocean’s Thirteen”. I know, I know. “Twelve” was hard to follow, as if the oblique plot were the point of the exercise rather than it existing as a simple entertainment. The general attitude toward all the “Ocean’s” films seems to be that they are just an excuse to watch George Clooney, Brad Pitt and Matt Damon all in the same place for two hours, which I suppose isn’t really a bad prospect. But it seems to me that “Eleven” and “Thirteen” are mostly about the gathering of these beautiful people. I prefer my confidence films to be more about the con than the cosmetics.

“Ocean’s Thirteen” finds Ocean (Clooney, “The Good German”) and his crew back in Las Vegas after one of their senior partners, Reuben Tishkoff (Elliott Gould, “The Long Goodbye”), is taken ill when he is cheated out of his shares in a new hotel casino by Willie Bank (Al Pacino, “Heat”), a four-time 5-Diamond hotel winner with a reputation for stabbing his business partners in the back. Bank is looking to make The Bank Casino his fifth 5-Diamond hotel. The Ocean’s Eleven team is looking for revenge.

The “Ocean’s” movies suffer from what I call the “Get Shorty” Effect, meaning that the heroes are so much smarter than the villains that there is no question as to who will prevail and therefore no tension to drive the story along. Soderbergh (“Out of Sight”) and his writers, Brian Koppelman and David Levien (“Rounders”), throw in a lot of distracting details to keep the audience’s attention peaked, including dialogue about a drill that was used to dig the Chunnel “from the French side”, some failed ideas from Rusty (Brad Pitt, “Mr. & Mrs. Smith”) and Linus (Matt Damon, “The Bourne Supremacy”) to make it seem as if they’re in too deep, a good laugh or two on Danny and Rusty involving Oprah Winfrey, and an extended sequence where Danny and Rusty explain their plan to Roman Nagel (Eddie Izzard, “My Super Ex-Girlfriend”), a confidence “fixer.”

The Malloy brothers, played by Casey Affleck (“The Last Kiss”) and Scott Caan (“Friends with Money”), add a good deal of humor to the proceedings when they incite a labor strike at a Mexican plastics factory that plays an integral part in Ocean’s plan to bring Bank down. Don Cheadle (“Hotel Rwanda”) gets a little more screen time in this one as Basher Tarr, with some soppy letters he writes to Rueben to pull him through and a flashy disguise as an Evil Kenivel-type motorcycle stuntman.

And Damon is allowed yet another chance to explore Linus’s awkwardness when he is chosen to work Bank’s right-hand woman, Abigail Sponder (Ellen Barkin, “Sea of Love”). The filmmakers show their flare for using hip slang by describing Sponder as a “cougar”, a term I only recently learned of myself. And let me tell you, if every cougar looked like Barkin does here, then young men everywhere would want one for themselves.

But in the end, “Ocean’s Thirteen” is just a little too dull to earn the style and class to which it aspires. Even Soderbergh’s retro editing style can’t pump enough sparks into this engine to keep it running for two hours. With its eye-candy cast and sparkling look, I’m sure that this franchise could make it through a dozen movies and still hold a solid audience base. But Clooney, for all his good looks and suave nature, is just too good at keeping his cool. When even the presence of Pacino as your adversary can’t shake your even-tempered flare, it may just be time to retire, because no one’s gonna beat you at what you’re the best at.

Buy it: Ocean's movies