Reviewed by Max Foizey.

Release Date: June 8, 2007
Directed By: Steven Soderberg
Starring: George Clooney, Brad Pitt, Al Pacino, and ten or so more.
Rating: PG-13

I gave "Oceans 12" Three Stars out of Five, which outraged most people. It seems the masses hated the sequel for being "hipper-than-thou." I suppose that's exactly why I enjoyed it so much, I felt like I was crashing a party I could never afford to go to.

 Well the crew has returned to Vegas for the threequel, and the results are as bankable as the stars.

"Oceans 13" is much closer in mood and style to "Oceans 11," which disappointed me a bit, but will undoubtedly prove as safe a bet as....okay, I'm not really good with gambling metaphors, so I'm going to stop here.

Al Pacino is Willy Bank, a cutthroat casino owner who double-crosses Reuben Tishkoff (Elliot Gould) so badly he gives him a hear attack. Danny Ocean (The Clooney) gets the team together to avenge their mentor and take Bank's casino down on it's opening night. Heist-hilarity ensues. Almost.

There are no big laughs to be found here, but plenty of sly chuckles. The element that weighs down a film that should be light in its loafers (you know what I mean - no, not like that) is the sheer unbelievability of the plot to shut Willy Banks' casino down. Unlimited funding? Super smart security computers Stealing a massive underground drill? Really? I know this isn't supposed to be "Oceans 13: The Documentary" but still - c'mon Soderberg, you're not making a cartoon.

Or is he? While piling on the nonstop glam of present-day Vegas, Soderberg adds a melancholy reflection of Sinatra's Vegas. But did that era really exist as we like to recall it now? Has anyone seen "Bugsy?" I'm just asking.

Don Cheadle shows up to talk in a silly accent, Bernie Mac shows up to deal some dominos, Casey Affleck goes to Mexico in a pretty funny and smart sequence, and Scott Caan, Eddie Jemison and Shaobo Qin are as forgettable as the furniture in the scenes they appear in. Carl Reiner gets more laughs with his wardrobe than anything esle.

It's nice to see Andy Garcia back, and Pacino thankfully doesn't have to shout through the entirety of his screen time. But as game as Matt Damon seems, Brad Pitt just looks bored. Although I suppose everything would bore you if you were busy saving the world with Angelina Jolie.

There's no Catherine Zeta-Jones or Julia Roberts in this installment, instead we get Ellen Barkin, who quite frankly looks like she's had better days. I'm not trying to be mean here, but let's be honest with each other on this one. She spends most of her time onscreen falling out of her top, which sounds exciting except for the fact that it's Barkin.

While I had an OK time with this film, the sheen of the first two has all but worn off.

Soderberg makes these films with his friends to have some laughs and make enough money to fund his smaller, more experimental films, like "Solaris" and "Bubble." Here's hoping he makes another "Limey" before we get "Oceans Fourteen."

In addition to hosting 'Max on Movies' on Sunday nights at 7pm on 97.1 FM Talk, Max appears weekly on the Dave Glover Show Fridays at 5pm. A member of the Saint Louis Gateway Film Critics Association, Max has written about film and theatre for various print and Web media, and appeared as guest critic on various nationally syndicated radio shows. Max lives in Missouri and yet is a diehard Miami Dolphins fan. He feels bad for calling out Ellen Barkin like that, but it's only because her role was so thinly written, there was nothing else to comment on. How about writing some decent parts for women, eh Hollywood?