Ocean's Thirteen 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 character's 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 is 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 run a super drill…aaah.