Ocean's Thirteen is the first film in the Ocean franchise I actually enjoyed. I laughed and smiled, charmed by the cast like none of the films before it, even the Rat Pack original. Maybe it's because after two outings, Ocean and his band of merry men have finally involved themselves in something so rapturously absurd that Ocean's Thirteen bludgeons you into buying its game.

What's the game this time? Good old-fashioned revenge. Casino mogul Willie Bank (Al Pacino) steals control of what was once to be named the Midas Casino from Ocean Pack member Reuben (Elliot Gould). Reuben, who saw Midas as his last shot at being a Vegas player again, has a heart attack that nearly kills him. Danny Ocean (George Clooney) doesn't take kindly to seeing his friend incapacitated, so he decides to sabotage the opening of Bank's The Bank Casino.

Ocean's gang has to get around an impenetrable, futuristic security system, rig every game on the floor, and simulate an earthquake with a giant burrowing tunnel drill. When the money runs out, he's forced to go to his old nemesis, Bellagio owner Terry Benedict, for a loan. Benedict adds another assignment to the revenge plot: he wants Ocean's gang to steal Bank's collection of diamond necklaces, which serve as a personal reminder to Bank of his 5-Diamond Award hotels. Impossible? Maybe, but this is Danny Ocean.

Ocean's Thirteen is the most gratuitously star-powered Ocean film yet. Clooney's suave, sophisticated charm is supplemented by the usuals: Brad Pitt, Matt Damon, Bernie Mac, Casey Affleck, Scott Caan, Don Cheadle, Carl Reiner, and the rest. Better, though, is Al Pacino as Bank, an inspired, deliciously good addition to the cast. Pacino may walk through the role, but he does it with the savvy and sophistication of a veteran star.

Ellen Barkin, Eddie Izzard, and international star Vincent Cassel also have significant roles. Nearly everyone is a one-note character, but in a film that barely gives you any room to catch your breath, it doesn't matter.

There's an old Hollywood charm to Ocean's Thirteen that was always ready to be tapped in the previous films. For the first time, franchise director Steven Soderbergh and new writers David Levien and Brian Koppelman (Rounders, Knock Around Guys) have mastered the art of balancing star power with storytelling. It's a fresh new series after Ocean's Thirteen. Now, I actually want a sequel.

DVD Extras:
Documentary: Vegas - An Opulent Illusion - A Look At How Las Vegas Has Created An Illusory World Of Opulence Through Its Design
Featurette: Jerry Weintraub Walk & Talk - Weintraub Takes Us On A Tour Of The Casino