This highly entertaining film has a fun style, appealing stars, a solid plot and a few surprises (even more for first-time viewers of the series) throughout the two hour and two minute running time. This third installment of the Steven Soderbergh directed films again has the original cast plus a few more formidable additions. George Clooney headlines as Danny Ocean where his crew returns for another elaborate heist in “America’s Playground”, Las Vegas to defend one of their own.

Ocean’s Thirteen reunites stars George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Don Cheadle, Bernie Mac, Casey Affleck, Scott Caan, Eddie Jemison, and Shaobo Qin, with Carl Reiner and Elliott Gould. This group’s well-oiled camaraderie energizes the film while allowing filmmakers to initiate the main heist faster than the first two films. Their loyalty to each other becomes an admirable trait, especially when they rally around Rueben’s (Gould) misfortune, which initiates the plot. This time, the crew targets a ruthless casino owner named Willy Bank, played Al Pacino who muscles Reuben out of a high profile hotel deal.

With previous female characters Isabel (Catherine Zeta-Jones) and Tess (Julia Roberts) at home (“It’s not their fight,” says Danny), Ellen Barkin fills in the female character void as Bank’s right-hand woman, Abigail Sponder. David Paymer plays a surprisingly sympathetic character, a hotel evaluator. Even casino owner Terry Benedict, well played by Andy Garcia (Godfather III) makes an appearance. Another important character from Ocean’s Twelve, played by French star Vincent Cassel, also returns.

It can be hard for audiences to support protagonists who break the law, so filmmakers wisely focus on the unappealing antagonist Bank. It’s also hard to dislike each defined crew character who delve into inspirational notes, a new variation of dominoes (maybe the actual game will be shown in the DVD) and a dice factory infiltration in this installment. Screenwriters Brian Koppelman & David Levien (Rounders) produce some sharp dialogue for the all-star cast. Ultimately they successfully make you forget they’re committing crimes, downplaying the real danger and ramping up the classy enjoyment.

The crew’s motivation to redeem Rueben without monetary reward is admirable and they get right into the action with some subtle detailed camera shots. This intelligent plot also has several plausible twists (even more for audiences unfamiliar with this film series). Veteran audiences may notice little hints, which make the plot more predictable, but still enjoyable. The technological challenges in this endeavor seem impossible (“You're analog players in a digital world,” says a supporting character), but Bank’s blatant viciousness makes you want them to succeed even more.

Beginning with the colorful opening credits, director Steven Soderbergh (Out of Sight, Traffic, Erin Brockovich) provides plenty of eye candy and great cinematography. Soderbergh shoots an amazing film except for two elements – one used too much and one maybe not enough. He uses too many shots of Bank’s hotel, which decreases the awesome initial effect while taking cost cutting shortcuts with interior shots of a special piece of large equipment. Exterior shots would’ve increased the impact, but audiences will definitely see results during the film’s climax. The low-key, jazz-filled musical score and soundtrack, which includes a Frank Sinatra song quietly holds the enjoyable mood.

The ending payoff is definitely worth your ticket price and the film has a great visual style with great dialogue scenes and amusing references (e.g. “Billy Martin”, “Gilroy”). Highly recommended and PG-13 for brief sensuality.