Ocean’s 13 is the third installment of the Rat-Pack inspired Ocean’s Eleven. Ocean’s Thirteen understands what a sequel should be — the next chapter in the characters’ lives, not a rehashing of the previous movie. I feel a little dirty, but it was exactly what it was supposed to be, cheeky, shameless enjoyment.

Against the warning of his friends, Ruben Tishoff (Elliot Gould) enters into a high stakes hotel deal with Willie Bank (Al Pacino). Not surprisingly, Bank screws Ruben right into a heart attack. Stuck in a comatose state, the gang decides to avenge their friend and pull off what is a risky scam and robbery, even for them. They want to sink Willie Bank and get him kicked out of the chairmanship position. There is a Mexican revolution, dominoes, explosives, diamonds, poker, super millionaires, and scamming.

Ocean’s Thirteen has fantastic pacing. The story, while a little farfetched, doesn’t stand still long enough to find any holes. There is always some little gag, burst of action, or scheming. My problem with the last movie was that they kept the audience in the dark, a problem they did not recreate here. There is no lack of surprises, but you aren’t left with a “why didn’t they tell us that” feeling.

None of the characters or actors has a particularly large role. Not a shock considering the cast is so big. Brad Pitt as Rusty Ryan, is sexy and cool with witty, sometimes sentimental dialogue. George Clooney as Danny Ocean is less steely but more sentimental and sweet than Pitt. Casey Affleck (playing Virgil Malloy) and Scott Caan’s (Turk Malloy) performance together, down South, is my favorite part of the movie; it is smart-stupid comedy.

Elliot Gould’s role is both flamboyant and despondent (because he is in a coma). Eddie Jemison once again is shifty and squirmy Livingston Dell. I’m beginning to believe that Don Cheadle can do no wrong as Basher Tarr/Fender Roads. He is great playing the romantic guy who also knows how to run a super drill … aaah. Bernie Mac’s role is small but important. He is funny and wicked. Shaobo Qin has a much larger role in this film. He gets a real speaking role … kind of. He has the funniest surprise role in the movie! He moves a lot of the plot and you can’t understand at all what he is saying. It is like a strange case of telephone.

Can Carl Reiner be my grandpa? He is so funny as Saul Bloom and Kensington Chubb. His scam in the movie is put in there to move the plot sure, but also for sheer giggles! I loved Matt Damon in this movie. He plays Linus Caldwell playing personal assistant to a super millionaire, Lenny Pepperidge. Still wrought with insecurities and parental issues, he had me cracking up more than not. Eddie Izzard needs a larger role as there isn’t a role too large for him!

Al Pacino’s character Willie Bank is an important character in the movie — Al Pacino. It annoys me to no end that people like the “great” Al Pacino who can continue to get work even when they one, don’t act and two, always play the same character. I’m tired of cow towing to actors who don’t act and play themselves at every turn. You could take the character John Milton, from The Devil’s Advocate, rearrange the words, plunk him in a different background and he would be Willie Bank. I suggest that Al Pacino learn to act or stop being in movies. Let’s stop rewarding the one act ponies for playing themselves.

The sixties style gets to be loathsome. Sixties couches, wallpaper, colors, and style. Yeah, some of it is funky cool, but most of it reminds us why it went out of fashion in the first place.

I admit, I watched Ocean’s Thirteen just so I could give it a bad review but damn it, it was fun. The premise of the movie is a little implausible, but it is full of fun situations, sixties style, and plain silliness.