Pro Con

With the preposterous, superfluous, and highly entertaining Ocean's Thirteen, Steven Soderbergh delivers a master-class on the summer sequel -- keep it slick, make fun of yourself, and don't spit in the audience's eye.

Yoo hoo, Sam Raimi? Should have taken some cues from Soderbergh.

Ocean's Thirteen is the third film to lavish attention on a rainbow coalition of robbers. The first was an energetic remake of a 1960 Rat Pack film and for all its polish, it had the feel of an impromptu romp. Unfortunately, Ocean's Twelve tipped the balance of the first -- its insubstantiality, its borderline smugness -- into self-satisfaction. Case in point: a farcical subplot in which Julia Roberts (as head gangster Danny Ocean's wife) impersonated... Julia Roberts.

Luckily, Thirteen has recovered the first's slouchy insouciance, along with its sense of humor. The first thing Thirteen does right is mock its threequel-itis. Plot as hyperbole? Winking self-referentiality? A bloated cast of characters? Thirteen's got it all, and manages to be both knowing and sincere in its sheer unbelievability.

"You're analog in a digital world," an accomplice tells Ocean (an almost criminally handsome George Clooney). Ocean flinches -- he knows it's true. But it's also what makes this film tick -- Thirteen marries a creaky old revenge premise to glossy good looks. This time, Ocean and his motley crew are out for Willy Bank (Al Pacino), a tacky, Trump-y hotel developer who has swindled Reuben Tishkoff (Elliott Gould), the boys' beloved mentor, out of his portion of the profits in a new hotel, and into a cardiac event.

Exposition is rendered at the speed of light -- the swindle's reveal is done so quickly that all one can remember is Pacino's teeth, clacking like castanets. That and the actor's terrifying impersonation of a piece of fine leather luggage -- or perhaps he's a refugee from Sunset Tan? My God, did he henna his whole face?

Soderbergh mercifully cuts to the boys, each with personalities that fit together like cogs in a machine. Clooney is the unflappably suave captain, Rusty (Brad Pitt) his strategically minded second-in-command. Each has his singular shtick, but there are so damn many of them that the joke doesn't get old -- plus there is the woolly plot to get through. The boys decide to bankrupt Bank's new casino-hotel on opening night by rigging all the games, sabotaging a key hotel reviewers' visit, stealing some jewels. Each strand involves idiotic shenanigans worthy of a Bond film. Ocean's gang needs to contend with a security system powered by artificial intelligence, so they decide to trigger an earthquake with a giant drill. The poor hotel reviewer is poisoned by an old dumpling, massacred by bedbugs, beset upon by more plagues than Job. Only Bank and his equally leathery assistant (Ellen Barkin looking, well, like a Birkin bag) have access to the jewels? Nothing that Matt Damon, armed with an aphrodisiac patch and a giant prosthetic shnozz, can't fix.

Like the villains' fiercely tanned wattles, the plot is nothing but a practical joke, an elaborate set-up for Soderbergh's ensuing sleight of hand. Las Vegas is the perfect medium for the director's obsession with surfaces, hocus-pocus, with the lies and illusions of film itself. His Las Vegas is no lost city -- there's no reek of cigarette butts, of despair in polyester pants, of the buffet warmed over and mingling with margaritas by the yard. Every shot is burnished -- gold, red, astral blues -- clanging with color, with that camera swooping through. This Vegas is a sweet, seductive song, a benevolent universe about to pay off, presided over by pranksters with hearts of gold and a touch to match.

Soderbergh lets a few darker things flit through -- but even those have the quality of a throw-away joke. Two of the 13 infiltrate a dice-making factory in Mexico and foment a tiny revolution -- it's an ironic and telling twist that the workers' pay raise is the cheapest part of the operation. Ocean is caught bawling while watching Oprah, his gang muffles their anxiety over Reuben's illness by launching into Operation Schadenfreude, the thoroughly punked reviewer gets a lucrative apology. This is guy-style do-goodism -- genuinely felt, but delivered like a gag.

Thirteen is entirely honest about its contrivances -- with its full-tilt, nonsensical plot, its characters that are punch-lines rather than personalities, and its unapologetically gorgeous cinematography, it manages to show its hand and trick us at the same time. Although Soderbergh would love to be a master of "art" -- witness the lugubrious Solaris remake, the Dogma-esque Bubble -- he is true prophet of artifice. It's a generous talent, to stage a play with the backstage on show. In the end, it's what keeps us wrapped up in this perverse paradise -- conned by charm, and by our own happy complicity.

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