This is all O13 is about, really: hanging out with Clooney’s (Syriana, Good Night, and Good Luck.) Danny and Brad Pitt’s (Mr. & Mrs. Smith, Troy) Rusty and the rest of the gang, getting a kick out of how clever and funny they all are as they go about their thieving and revenging, and waiting for Clooney to show up sporting so sharp and stylish a tux that it takes your breath away. (I’ve heard unsubstantiated reports that there are fans of the Ocean movies who don’t react to Clooney in this way, but scientific expeditions to unearth such bizarre creatures have thus far been unsuccessful.) And that is more than fine. I wanted to run straight home after my screening of the film to pop Ocean’s Eleven into the DVD player for 187th time, because Soderbergh and his crew could make another dozen sequels and still never re-create the kind of cinematic magic that makes that film fly, makes me never tire of it even after so many viewings I’ve got the movie memorized. But that is the curse of sequels: they rarely fail to fail to breach the unexpected and the unforeseen like their progenitors do. The best we can hope for sequels is that they are enjoyable visits with old friends. And O13 is just that.

After a disastrous trip abroad in Ocean’s Twelve, the narrative has settled back into Vegas, where it belongs. Danny reassembles the usual suspects into order to take some well-deserved revenge on casino owner Willy Bank, a snobby, arrogant, cheating bastard who bamboozled one of the Ocean gang -- Elliott Gould’s Reuben Tishkoff -- out of his share of Bank’s new hotel/casino project, and landed the poor old guy in bed and practically in a coma with a massive heart attack from the shock of betrayal, never mind the loss of a substantial investment. So Bank, it is determined, must pay with everything he has, and if it weren’t enough that we already trust Danny not to rob someone who doesn’t, heh, richly deserve it, Al Pacino (William Shakespeare's The Merchant of Venice, Gigli) chews the scenery up something fierce as Bank, and makes hating him fun.

But heists are not so easy as they used to be, and Danny’s old-school, gentlemanly style of thievery faces new obstacles -- his gang are, as returning computer whiz Roman Nagel (Eddie Izzard [The Wild, The Cat's Meow], always a treat) informs Danny, “analog players in a digital world.” And now they face their most formidable opponent yet: the security supercomputer that lives in the basement of Bank’s hotel and casino and uses artificial intelligence to thwart cheating at cards, switching dice at the craps table, or anything that might prevent Bank’s profit from exceeding the gross national product of a small African country.

Of course, much of the pleasure of O13 comes in watching Danny and his pals worm their way around Bank’s countermeasures, but there is also some bittersweet and melancholy to-do about how this town is changing and how little room there is left in it for men like Danny Ocean. (Alternate title for this flick: Pirates of the Vegas Strip: At World’s End.) It’s a brave new, almost science fictional world filling up with people like Bank -- who betray the, um, pirate code of “guys that shook Sinatra’s hand” and build fantastically alien-looking hotels and trust computers over people and can be wooed by gadgets like a fancy new cell phone. And it’s an ugly and scary new world too, certainly since the appearance in late 2001 of the pre-9/11-produced Ocean’s Eleven: screenwriters Brian Koppelman and David Levien (who together wrote Walking Tall and Runaway Jury) have some fun tweaking the new and surreal security theater that we all must participate in from time to time these days, in which a cheap uniform connotes a certain trustworthiness, however unwarranted it may be.

It’s a good thing Danny and Rusty and the gang have intentions that are only good and noble -- at least as far as criminals can be -- and nonviolent. If they wanted to blow up the Strip, they’d have absolutely no problem pulling that off.

But Danny is a gentleman, and a gentle man, which is a rarity onscreen these days. And Ocean’s Thirteen is all about reminding us what classic Hollywood glamour was all about. The most startling moment of all here may be one tiny line of dialogue at the very end that includes a swear word: it’s startling because it makes us realize it’s the first time Danny’s had to resort to even this minor vulgarity. As the world -- onscreen and off -- shifts toward the vulgar, Danny remains a class act.

(Technorati tags: Ocean’s Thirteen, Ocean’s 13, George Clooney, Brad Pitt, Al Pacino)