I loved the first one but was confused by the second until I rewatched it a few times. Ocean's 13 is even more confusing and I have NO desire to rewatch this mess of a film. The plot is just way too ridiculous and even more far fetched than the other two films. Also, I felt that the characters didn't really work as a team as in the other films. I just didn't feel like they gave it their all, and were just in it for another paycheck.

Also, I found that the actual dvd quality was terrible. One of the worst I've ever seen. It just showed up extremely dark and saturated on my 46".

There is absolutely no point in watching this film except if you like the actors in it. Other than that, the film is an utter confusing mess.

...I didn't!

Okay, so I made it obvious with my review of `Ocean's Twelve', and before that with my review of `Ocean's Eleven', that I am really disappointed with the way these films have turned out. With such an eclectic cast of big name, highly enjoyable stars you would think that these movies would be nothing short of amazing, but in actuality they have been rather boring, dull and forgettable. They have even lacked any real charm. I mean, these movies star George `king of charm' Clooney, not to mention Brad Pitt and yet they seem to fizzle as apposed to sizzle.

That is about to change though.

`Ocean's Thirteen' should have marked the beginning, not the end of the this franchise (I'm still scared they may try and pull of an `Ocean's Fourteen', and I'm not so certain they would fare this well again judging from their track record). The film is witty, interesting, farfetched yet in an engaging and forgivable way, and get this; it has charm (thanks in large part to Matt Damon, who in my opinion was a weak link in the first two films).

The film brings the boys back to Vegas where they attempt to outsmart (and bleed dry) a corrupt and dishonest hotelier named Bank who has cheated their friend Reuben, leaving him in the hospital. Danny and his crew concoct a harebrained (I mean really, heists like these are impossible and totally preposterous to consider as valid) scheme to rob this man blind. In the process they enlist the help of Terry Benedict, leaving their jilted past aside in order to ruin a man who has damaged them all.

The scheme they concoct is probably the easiest of the three to follow and despite it's impossibility they make it seem almost probable (don't even try to attempt this at home). Regardless of the fact that it is stupid to believe this can be done, the whole idea is rather neat and each and every part of the ultimate equation is fun to watch them work out.

The acting is far better than the previous films as well. Clooney is in even less of this movie than he was in `Twelve' (has this become Pitt's vehicle?) but when he is on, he is dashing. Pitt is also charming, more so than the previous films, but it is Matt Damon that really takes this film to another level. Maybe he was upset that `Twelve' used him so sparingly, and practically made him a laughingstock, so he decided that this time he wanted to be front and center. Well, whoever decided it, it was a smart decision. He adds something fresh to this movie, something that Pitt or Clooney could not. Another surprise was Pacino, who sinks his teeth into his hammy role with so much charisma and grace. I just loved him here. Ellen Barkin is fetching as Banks' partner in crime, and David Paymer is devastatingly hilarious as the casino's VUP. I really wish that there would have been more Izzard or Cheadle, but I cannot complain too much, for this film is so much more than I imagined it would be.

It is still far from perfect. I am not a fan of Soderbergh's muted use of color. I mentioned this in my review of `Twelve'. These films needed to be vibrant and colorful and he insists on giving almost every scene a yellowy tint. I just don't like that very much. I was just in Vegas a few weeks ago, and everything pops out at you. For some reason Soderbergh doesn't get that.

Still, I can honestly say that this is a pretty decent movie, and one that I would watch again without hesitation. I only wish they had started with this and built up from it, instead of starting at the bottom, dropping below the bottom and then scrounging up something good for a final pow-wow. It would have been really cool to have three films this engaging on the roster, but alas, at least we have one.

This was a pleasant surprise. I found myself laughing out loud, especially at some of the antics of Linus (Matt Damon's character). It was fun to see the crew together again and up to their old tricks. This time the stakes were higher, the technology more sophisticated, and the tricks sneakier. A couple of new characters are thrown into the mix, plus some old characters brought in with new roles. I was expecting a variation on the two previous movies, and to a certain degree this was true, but the whole fun of these films is to watch the gang in action (outlaying how many millions to get the job done? but isn't that part of the irony?), detail by minute detail as they lay out the plan, implement it, and meet all obstacles, foreseen and unforeseen. The Brat Pack is a wonderful mix of personalities, each with his own unique gifts, quirks, and sheer genius. My favorite is Linus, who has grown up since Ocean's Eleven (even if his folks have to bail him out regularly). Of course, Danny Ocean and Rusty (Brad Pitt) are suave and, mostly, keep their cool. Lots of action, clever plays, and even more clever dialogue. You might want to replay it just to catch the bits of dialogue you missed the first time. Highly recommended for anyone who likes to see that the house doesn't always win.

I really enjoy the chemistry of the actors in the prior Oceans movies and 13 is no exception. George Clooney, Matt Damon, Brad Pitt, Elliout Gould, Andy Garcia, et. al. have an amazing working relationship. The storyline of Oceans 13 is clever and entertaining. It's well written and has a mix of intrigue, comedy and heart felt emotion. I hope they make a 14.

"Ocean's Thirteen" is an improvement over "Ocean's Twelve" but still not as good as "Ocean's Eleven," but I would still recommend it to the Ocean's fan.