Call me a cockeyed optimist, but even when I’m disappointed with a movie, I still look forward to its remake and sequels. Such is the case with Ocean’s Thirteen, the second follow-up to Ocean’s Eleven, an updating of the 1960 film starring Frank Sinatra, Dean Martin and other members of their famous Rat Pack group. Although each of these heist films under-whelmed me, I was eager to see director Steven Soderbergh’s latest addition to this popular franchise. Sadly, I found Ocean’s Thirteen to be the worst of the bunch. It’s incoherent and listless, coming alive only during the last half hour when a treacherous Las Vegas casino owner gets his comeuppance from Danny Ocean and his gang.

However, with George Clooney playing Danny and Brad Pitt as his pal Rusty, there’s plenty of eye candy in this movie, especially when these two don their snazzy tuxedos. Clooney looks stunning as always -- well, except when he portrayed that hilarious escaped convict in O Brother, Where Art Thou. He’s sooo cool here playing the charismatic leader of a band of thieves and con artists, each one with a particular specialty. In Ocean’s Eleven, Clooney’s character spent a great deal of time recruiting his team in order to steal a large sum of money from several Las Vegas casinos in one night, and in Thirteen, he and Brad Pitt’s character  spend what seems like even more time explaining their complicated revenge plan to a consultant played by British comic Eddie Izzard.

Why are they so consumed with revenge now? Because casino mogul Willie Bank (Al Pacino) betrayed Reuben (Elliott Gould) who’s one of their own. Bank plans a boffo opening for his new Las Vegas establishment, hoping it will result in earning another FIVE DIAMONDS rating -- just like his other casino/hotels all over the world. Unfortunately Bank underestimates the cleverness of Danny and his fellow cons. Plus Danny and crew have also recruited help from Bank’s biggest Las Vegas rival (Andy Garcia), the man they robbed in Ocean’s Eleven and who insisted they pay him back in Ocean’s Twelve.

As in the other Ocean’s films, this one features too many characters and doesn’t have time to do justice to the star-studded cast. Along with Clooney, Pitt, Gould and Garcia, Matt Damon, Don Cheadle, Casey Affleck, Bernie Mac, Elliott Gould, Carl Reiner, and Scott Caan are back for this third adventure. Garcia shines again as a soft-spoken Las Vegas businessman with control issues, but he’s not given enough camera time. Pacino, the movie's main bad guy, impressed me by not yelling and shouting like he usually does -- but he appears in too few scenes. Finally, I would be remiss not to mention how sad I was to see Ellen Barkin wasted in the role of Pacino's assistant, a "woman of a certain age" who engages in a humiliating tryst with a disguised member of Ocean's gang. Believe me, it's not a pretty sight!   

I think the biggest problem with Ocean’s Thirteen relates to how hard it is to follow -- not just the con tricks going on but also the dialogue. Unless you’re knowledgeable about con operations like the  “Susan B. Anthony,” the “Cartwheel” or the “Gilroy,” you’ll probably be as lost as I was. Even conversations about other things left me in the dark as one scene kept switching quickly to another, often right in the middle of a sentence. 

Thirteen may not be an unlucky number for the Ocean guys, but it certainly was for me as a viewer. Not to worry, though. Always the optimist, I’m sure Ocean’s Fourteen will be much better.

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

Listen to Betty Jo and Adam Hakari discuss Ocean's Thirteen on BlogTalkRadio by clicking here.