Reviewed by Sam Hatch


George Clooney and Brad Pitt have confirmed that there was (possibly serious) talk about titling this film: Ocean's Thirteen – The One We Should Have Made the Last Time. And oh how correct they are! 2001's Ocean's Eleven was a fun, breezy remake of the rat pack classic heist film, but the follow up in 2004 was a dreadful mess that tried floating on the cast's charismatic, quirky repartee alone. It also lacked one central heist, and waited until the last reel to reveal its master plan and the fact that the material the audience had been watching for nearly two hours was all blustering misdirection.

That didn't destroy the film per se (and indeed Thirteen still holds a few cards up its own sleeve until the final reveal), but by the time a postmodern subplot in Twelve rolled out involving Julia Roberts' character Tess being mistaken for the actress Julia Roberts by Bruce Willis et al… Well, I was ready to tear the film off of the projection platter and start eating it raw before anyone else had to suffer through that self-important, masturbatory nonsense. (Roberts doesn't appear in this film, an absence that is referenced briefly in the script.) That said, a misfire by Steven Soderbergh can still be an interesting experience (excluding Full Frontal from what I have heard), since he garnished the rice-cake script of Ocean's Twelve with a generous helping of experimental camerawork and titling.

You've gotta hand it to Clooney & Co. for taking these critical hits on the chin and being able to come back into the ring smiling. In the case of Thirteen, they have a right to be grinning, for it scales back the insanity to center around a single, solid heist and makes sure that the kooky dialogue actually matters (that riff about Oprah seen in the trailers? Not only does it become a plot point later in the film, it's a great plot point that is also completely hilarious). They've all learned their lesson, and instead of copying the first film again, Soderbergh, the cast and screenwriters Brian Koppelman and David Levien have concocted another delightful, intricate and witty adventure that equals the juju of Eleven while retaining the kitschy cool of the Rat Pack source material.

Thirteen begins by thumbing its nose at heist traditions. Brad Pitt's Rusty Ryan rappels into a darkened toy store and winds his way into the company of two other professional thieves in a backroom. He's about to start cracking a safe when… his cell phone goes off (with the Psychedelic Furs' Pretty In Pink as a ringtone) and he leaves the masked gentlemen shrugging in his wake as he immediately abandons the crime. Come to find out, there's been an incident with the elder statesman of their group – Elliot Gould's Reuben Tishkoff. Reuben had been working with Al Pacino's Willie Bank on a monstrous new hotel on the Vegas Strip, and was hastily double crossed by the latter fellow. Reuben suffers a myocardial infarction as a result and is left bedridden with limited hope for recovery. The slimy Bank also damaged Reuben's spirit by rupturing his belief in the sanctity of brotherhood between Vegas men who had both been privileged enough to shake Frank Sinatra's hand.

Danny Ocean (Clooney) and Rusty decide the best way to cheer Reuben's spirits and save his life is to effectively crush the man who caused the whole fiasco – Willie Bank. Pacino seems to be having just as much fun as the rest of the gang here as a hotel magnate obsessed with winning prestigious Five Diamond ratings (a la AAA or Zagat) for every one of his real estate endeavors. It's also refreshing to see him giving a somewhat restrained performance, for one would expect him to go bonkers with the loose nature of an Ocean's film. He gives a fun, understated performance as an overgrown spoiled brat who among other things wants Samsung to craft him a solid gold cellphone.

Ellen Barkin is equally delightful as his right hand woman Abigail Sponder. Most of her screentime is shared with Matt Damon's bogus Lenny Pepperidge, who is really Ocean crewmember Linus Caldwell pretending to be the attaché of an equally bogus Beijing bigwig (who is in reality Shaobo Qin's Yen, the non-English speaking acrobatic wonder from the previous films.) In this guise Damon dons a faux proboscis (dubbed ‘The Brody', as in actor Adrien) which makes him look like Crispin Glover's assassin character from the Charlie's Angels movies. Instead of playing the butt of the rest of the guys' jokes this time (family issues notwithstanding), Linus finally gets to step up as a major player in the heist, seducing Barkin's 'cougar' with the help of a pheromone-releasing patch called 'The Gilroy' that devolves her into a lust-ridden, weak-kneed madwoman.

The rest of the original crew are also used well. Scott Caan and Casey Affleck both become involved in a Mexican maquiladora's struggle for decent wages. It was a nice social commentary that also played off of how dumb these guys can be when they're supposed to be focusing on an intricately planned job with time being of the essence. Bernie Mac gets more to do than in the last film, and his character Frank Catton poses as a dominoes table supplier and dealer. Eddie Jemison's Livingson Dell is in over his head trying to rig the casino's card shuffling machines, and Don Cheadle's Basher Tarr is in charge of manning the gargantuan drill that was previously used to dig the Chunnel (you have to see the film to understand why) when he's not posing as a stuntbike-riding cross between Chuck Berry and Evel Knievel known as Fender Roads.

There are some ancillary carryovers from the previous films as well. Eddie Izzard (TV's The Riches) returns as crime consultant Roman Nagel, this time specializing in knowledge about the casino's highly advanced AI security system. It's a sci-fi device called the Greco (named after a character briefly portrayed by Julian Sands) that doubles as Blade Runner's Voight-Kampff machine by scanning irises and reactions of suspect gamblers to decipher whether or not they were anticipating a win. It is a flawless system that can't be beaten, one of the many curveballs thrown at the team.

Another curve comes courtesy of Andy Garcia's Terry Benedict, who was unkindly ripped off by the gang in the first film before showing up for revenge in part two. He becomes an unlikely ally to the group this time around, but since the target is also unwelcome competition, he's in for the ride with the proviso that Ocean also steals a collection of rare diamond necklaces housed in the top floor of Bank's new hotel.

Another new face is David Paymer, playing a poor sap hotel reviewer (who feels as if he is a Very Unimportant Person) that is unfortunately put through hell by the gang in an attempt to queer the Five Diamond ratings process. Carl Reiner's character Saul Bloom then steps in as surrogate reviewer Kensington Chubb, leading the greedy Mr. Bank around by the nose hairs. What's so fun about Thirteen is that it isn't a traditional heist film – it's a revenge heist picture. They're not out to make themselves rich, they're just out to make Pacino as poor as possible and hopefully compensate their wronged friend Reuben in the process.

The scam is cleverly plotted, and unlike Twelve it lays out all of the playing pieces right in front of you. If you can't quite figure out what's going on, don't worry – you're not supposed to yet. It's all one confusing build up leading to a gloriously executed finale. Also refreshing is the fact that the characters are not completely ahead of everything this time – there is one loop thrown by Bank involving a fingerprint scan that has Danny and his crew thinking on their feet to solve the problem. It will surely be a film worthy of a second viewing to watch the setup with the foreknowledge of how it will play out.

The problems are great ones. How do you beat an unbeatable AI security system that can't simply be cut off or diverted via wiring? How do you steal an encased diamond display that can't be accessed by any ducts or passageways? How do you plan a Hotel heist when there are ten different blueprints of the building available with floor plans that don't match? How do you plan on causing a rash of mass winnings across the casino floor and then make sure that the gamblers don't lose their money back into the same system?

Ocean's Thirteen is a finely focused, immaculately scripted and stylishly directed (gotta love the Fight Club-like pan of the casino where the dollar amount of everyone's winnings hovers in the air above the players' heads) caper that is as funny as it is thrilling. The hyperspeed Howard Hawks style banter is back and very welcome, and one ultimately should feel as if they were personally invited into the fold by the charming personalities involved. This time, we're in on the joke, and it's a great feeling!