Ocean's Thirteen proves luckier than Twelve but less fortunate than Eleven as the plush third installment in director Steven Soderbergh's heist franchise recoups a good bit of the original's escapist fun.

Ocean's Eleven (2001) was a remake of the 1960 Frank Sinatra vehicle featuring his celebrity pals Dean Martin, Sammy Davis Jr., Peter Lorre, and Joey Bishop, among others. They were known as the Rat Pack. Ocean's Thirteen exhibits nostalgia for the old Vegas that was their stomping grounds. Before it became a family-friendly mall and amusement park, shaking Frank's hand was the ultimate badge of honor on the strip.

At least that's what Danny Ocean (George Clooney) and his star-studded pack of thieves and con artists -- including Rusty (Brad Pitt), Linus (Matt Damon) and Basher (Don Cheadle) -- believe, which makes it all the more frustrating they didn't stay in Vegas for 2004's Ocean's Twelve, high-tailing to Europe instead. The sequel's convoluted storyline seemed like an excuse for the actors to hang out at Clooney's villa on Lake Como.

Thankfully, they're back in Vegas after their European lark. Al Pacino portrays their new victim, the vain and unscrupulous casino mogul Willy Bank. Willy rips-off Reuben (Elliott Gould) in a deal to build a luxury hotel. Reuben falls critically ill and Danny and company undertake a revenge job motivated by loyalty to Reuben and fealty to the supposedly honorable code he represents. 

Danny offers the egotistical Bank a do-over. He refuses to do right by Reuben so they stage a complex operation aimed at sabotaging the grand opening of his vanity project -- a hotel-casino called The Bank. The long odds of pulling-off this complex heist -- and the fantasy aspect of this type of summer entertainment -- are best represented by the necessity of importing a $36 million machine used to dig the Chunnel between England and France. It's used to create a seismic disturbance that will facilitate the getaway and Danny has to ask their mark from the first movie, casino owner Terry Benedict (Andy Garcia), to finance this piece of the puzzle.

Soderbergh hedges his bets by spreading the focus around evenly and not delving into any one character in particular. His use of color, mod music and devices like fish-eyes and split screens make Ocean's Thirteen  fun to watch, even if the finale isn't as satisfying or exciting as the build-up. The self-referential, insider humor hasn't been left behind altogether. At the end, Danny and Rusty crack-wise about the reputations of Clooney and Pitt.

"The Night Fox," the aristocratic thief from Ocean's Twelve limned by Vincent Cassell, makes an appearance but many viewers may be disappointed by the absence of Danny's girl, Tess (Julia Roberts), and Catherine Zeta-Jones, who played Rusty's crime-fighting amore in the second picture. Ellen Barkin is asked to take up the slack as Bank's aid. Although not equal compensation, she does bear some resemblance to Angie Dickinson, the original Rat Pack's dame. 

In one of the more humorous tangents, Virgil (Casey Affleck) organizes oppressed workers at a Mexican plastics factory where dice for the new casino-hotel are being made. He's there to tamper with the dice but inciting labor unrest is a righteous by-product. Not only are Danny and company fiercely loyal to one another, they look out for the less fortunate. A big chunk of the proceeds from this job is directed to a worthy charity as well.

Their respect for the old, bygone Vegas is hard to credit. Times have changed, but who's to say whether there was more integrity back when Frank was the big Kahuna (along with the mob, of course). The Ocean's franchise glorifies crime and gambling and preys on the weakness of moviegoers for some Hollywood sparkle and an entertaining, fairly intelligent yarn. It's delivered. But no matter how big the box-office take this time around, Soderbergh and associates would be well advised to walk away from the gaming tables for a while. 

(Released by Warner Bros. and rated "PG-13" for brief sensuality.)