Director: Steven Soderbergh
Starring: George Clooney, Brad Pitt, Matt Damon, and Al Pacino

Matt Damon, George Clooney, and Brad Pitt in Ocean's Thirteen. (Courtesy photo)

No matter how strong one’s self-control, the occasion arises when something fluffy and meaningless proves irresistible. If you’re on a camping trip, you give in and eat s’mores. If you’re at the fair, you go ahead and get fried dough. And sometimes you put soft serve on top. Ocean’s Thirteen is the fried dough and soft serve of movies. You can’t help but see it, or at least I couldn’t, not with that gang of lovable ne’er-do-wells in it. And for the first few bites it’s absolutely glorious. Then you realize you’re pretty much done with it, and two-thirds is still sitting on your plate. Ocean’s Thirteen is made even more disposable than its predecessors in part due to its half-hearted effort to really be about something. It’s like trying to pretend your fried dough counts as a serving of vegetables because it was fried in vegetable oil. But in spite of its too-complex heist and too-loose rule book, Ocean’s Thirteen is still a fun bad movie.

The whole gang is back, led by Danny (George Clooney) and Rusty (Brad Pitt). Well, the whole gang minus the women. New are Al Pacino as ruthless casino owner Willy Bank and Ellen Barkin as his second-in-command, Abigail Sponder. Bank bullies venerable old Reuben (Elliott Gould) out of his partnership in a magnificent new casino, which raises the ire of the boys. This time the job isn’t a heist: they simply plan to rig every game in Bank’s casino. Things get stickier when the boys need additional financial backing and are forced to turn to old rival Terry Benedict (Andy Garcia).

Some chunks of Ocean’s Thirteen have that old black magic, including a sequence in which the Malloy brothers (Casey Affleck and Scott Caan) head down to Mexico to infiltrate a dice factory, and end up spearheading a workers’ strike. Then there’s a runner involving the prestigious “five diamond” award, issued only to the most elite hotels. Determined to rob Bank of that award, the team makes life absolutely miserable for the judge (expert victim David Paymer). Then there’s the job itself, which gets outrageously costly and complex, but never all that exciting. The ideal heist presents clearly impossible circumstances and brilliant planning: the obstacles in this story take too much explanation and the solutions constantly stretch plausibility. A security computer so big it has to be housed in two rooms? A Las Vegas bigwig who doesn’t recognize the guys who pulled the heist from Ocean’s Eleven? Also losing its charm: the shorthand between Danny and Rusty. Some of this must be attributed to screenwriters Brian Koppelman and David Levien, who do not have the vim and vigor of their predecessors. Since they don’t supply us with a strong subplot—like the romances in the previous two Oceans—we are able to focus too intently on the job. And the job doesn’t hold up well to close scrutiny. The actors are still having fun, and their spirit goes a long way. Yet within their coded ramblings about relationships, there’s the uncomfortable sense that Clooney (46) and Pitt (43) are getting a little too old for this kind of jaunt. Outside of Matt Damon, who gets the plum job of attempting to seduce Ellen Barkin, and the aforementioned Affleck and Caan, no one in the supporting cast gets enough to do. Barkin herself, always a welcome presence on screen, breathes some awkward energy into her otherwise disappointing role. Pacino starts off great as Willy Bank (couldn’t they try a little harder with the names?), but his character too quickly loses his teeth.

Soderbergh does give Ocean’s Thirteen a beautifully heightened Las Vegas sparkle, and there’s no denying that the camaraderie of his actors shines through. A simpler challenge with more resourcefulness is all it would have taken to make this movie as delightful as the first in the franchise. In a good caper film, the last act should always be the best. In the case of Ocean’s Thirteen, things have gone too far astray for the inevitable victory to have real impact. We’re just full and somewhat unsatisfied. Just like eating fried dough.

Alex Manugian lives in Sherman Oaks, California, and works for the Cartoon Network. He grew up in Groton and has reviewed movies for Harvard residents for many years.