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Everybody knows the dice are loaded.

Simply put and for better or worse, Steven Soderbergh’s breezy Ocean’s Thirteen is two hours of sheer froth. The film attempts to dial back some of the in-jokes and meta-ness that marked the slack, sprawling Eurotrip of Ocean’s Twelve (which I actually enjoyed the most of the three) and tries to fuse it with the narratively leaner Vegas-centric heist flick that was Ocean’s Eleven (which I enjoyed the least.) The resulting film, like its gaggle of leading men (no women here, basically — Julia Roberts and Catherine Zeta-Jones are written out in the first five minutes of dialogue), is cool, unruffled, occasionally razzle-dazzle, and, frankly, beginning to show its age. If you liked either of the first two or enjoy watching this collection of actors suavely goof around on camera, Ocean’s Thirteen is good for a mindless, moderately engaging two hours. But, even with Soderbergh’s considerable expertise on display, there’s really not much here. All in all, I was entertained during the film and forgot about it almost immediately afterward.

Ocean’s Thirteen wisely foregoes much of the “let’s get the band back together again” grandstanding of the last film to dive right in to the problem: Avuncular team member and scion of Old Vegas Reuben Tishkoff (Elliot Gould) has been screwed out of his partnership in a towering new casino on the Strip by the Wynn-like impresario Willie Bank (Al Pacino), despite them both being among the rarified elite who once shook Sinatra’s hand. To avenge this slight, Danny Ocean (Clooney) and Rusty Ryan (Pitt) reassemble their team of con-men, scoundrels, n’er-do-wells, roustabouts, and acrobats to take down the new hotel (The Bank) via a “Reverse Big Store,” i.e. break The Bank by having every guest win big on the casino’s (soft) opening night.

Unfortunately for them, Bernie Lootz is not on hand, and The Bank boasts many formidable defenses, from the world’s greatest Artificial Intelligence (“The Greco,” devised by Julian Sands, no less) in the basement looking for gambling anomalies to the well-preserved Ellen Barkin as Pacino’s sexy, take-no-guff majordomo Abigail Sponder. And thus the Ocean team’s foolproof plan instead involves, among other things, myriad disguises, lots of cybernetic and electronic doodads, more than a few random accomplices and compatriots, moles in Mexican factories, simulated natural disasters, making David Paymer’s life a living hell, and multimillion-dollar underground drills, at least one of which may force the team to involve their old nemesis, Terry Benedict (Andy Garcia) in the takedown. (Oh, and, to constrain Barkin’s Dragon Lady, they resort to some drug that amounts to a cross between Axe Body Spray and Roofies, which seems like sort of a nasty turn for our otherwise gentlemanly near-dozen to take in their quest for revenge, I thought.)

All of which is to say, the heist makes very little sense, which is part of the problem here. I confess, while I really enjoy a caper flick like Spike Lee’s Inside Man, I get irritated with films that show criminals spending $29 million in order to steal $30 million, even if, as it is here, the motive is revenge. In Ocean’s Twelve, of course, the heist didn’t much matter — it was clearly just a flimsy excuse for Soderbergh & co. to fool around in Amsterdam and act like movie stars on vacation. Everything from Shaobo Qin getting lost in the luggage (“He’s the Modern Man, disconnected, frightened, paranoid for good reason“) to Pitt referencing Miller’s Crossing to Topher Grace “totally phoning in that Dennis Quaid movie” to all the breaking-the-fourth-wall shenanigans with Julia Roberts and Bruce Willis made that clear.

But by focusing so relentlessly on the plot contrivances here in Thirteen, we’re forced to recognize several times over that, frankly, the plot makes very little sense. There’s no danger here at all (with the possible exception of Vincent Cassel’s return as the Night Fox from the last film, but even he turns out to be a dud of an X-factor.) Even in Vegas, that veritable boulevard of broken dreams most of the time, we know this gang of Hollywood high-rollers are all going to come up aces…so why focus so relentlessly on the mechanics of a totally implausible scheme? Given this problem, my favorite moments of Ocean’s Thirteen were the ones where, as in Twelve, the gang just dropped the tired old rules of the caper flick and let their freak flag fly: Casey Affleck and Scott Caan unionizing a Mexican dice factory, Pitt channeling a hippie seismologist, Cheadle liberated, however briefly, from that godawful British accent, Matt Damon (for awhile) in that goofy Soderberghian nose. The nose, and its ilk, play — the actual heist here doesn’t.

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