George Clooney as Danny Ocean
Brad Pitt as Rusty Ryan
Matt Damon as Linus Caldwell/Lenny Pepperidge
Elliott Gould as Reuben Tishkoff
Al Pacino as Willie Bank
Eddie Jemison as Livingston Dell
Don Cheadle as Basher Tarr/Fender Roads
Shaobo Qin as Yen/Mr. Weng
Casey Affleck as Virgil Malloy
Scott Caan as Turk Malloy
Bernie Mac as Frank Catton
Carl Reiner as Saul Bloom/Kensington Chubb
Eddie Izzard as Roman Nagel
Ellen Barkin as Abigail Sponder
David Paymer as The V.U.P.
Vincent Cassel as François Toulour
Andy Garcia as Terry Benedict
Bob Einstein as Agent Caldwell
Michael Miranda as Randall
Oprah Winfrey as Herself
Directed by Steven Soderbergh
Much of the formula from the first movie has been rehashed without recapturing much of the magic or pizzazz, making this sequel more like "Ocean by Numbers."
When Vegas casino owner Reuben (Elliot Gould) is double-crossed by his business partner Willie Bank (Al Pacino) in a venture to build a new hotel-casino in Las Vegas, Reuben is so devastated that he's confined to bed by his doctor. Seeing how the incident has affected their friend and benefactor, Danny Ocean (George Clooney) and Rusty Ryan (Brad Pitt) reform their team of criminal masterminds in order to get revenge on Bank by taking down his newly-opened hotel.
Steven Soderbergh's 2001 remake of the Rat Pack heist movie "Ocean's Eleven" was innovative in the way it redefined and modernized the heist genre while teaming some of the biggest current box office stars. Most of that cast are back for the second sequel and with the awareness that the previous sequel wasn't received so well, Soderbergh, Clooney et al try to recreate the magic of the first movie by returning the gang to Las Vegas with the impetus of getting revenge on Al Pacino's Willie Bank for double-crossing their friend Reuben. By not showing what any of them have been up to since the last movie, the movie skips over any sort of introductory foreplay to jump right into its convoluted wham-bam-thank-you-ma'am scheme based on that very flimsy plot device, most of it requiring a vast amount of suspension of disbelief.
For the most part, the group doesn't really work as a cohesive unit this time, instead spending time with Clooney and Pitt throwing around the type of banter that further blurs the line between whether they're playing characters or themselves. Everyone else shows up to do a few minutes of their usual routine mostly going for the obvious as each shows up in an outlandish costume or accent before it moves onto the next one. It gets tiring fairly quickly and when Don Cheadle's Basher shows up as motorcycle stuntman Fender Roads for no apparent reason except to try to make him funnier, it's obvious how out-of-control the whole thing has gotten.
At times, you wonder if it's even worth it, especially when they have to go to their old nemesis Terry Benedict (Andy Garcia) to borrow $36 million for an elaborate drill that will be used to take out the casino's high-tech security system, which is like something out of a sci-fi movie. It seems like so much work and money is putting into this scheme and for what? To get revenge on a slimy businessman? This is Las Vegas after all, and one would expect shady dealings and double crosses to be the norm, so the motivations for the story are already pretty flimsy. There really isn't much conflict for their elaborate plan either. Any time something arises that might screw up their scheme, they have some sort of clever back-up plan ready to go, as if they planned for every possible obstacle or outcome. It makes their revenge against Bank so one-sided towards Ocean and his group that one never feels they're in any danger of failing in their attempt at getting revenge for their friend.
As Bank, Pacino is basically doing the same thing he's been doing for the last few years, and it only gets slightly more amusing when Garcia shows up doing essentially the same schtick (probably learned from working with Pacino). Sadly, we only get one scene where Ocean's two main baddies meet up and it's nothing special.
Granted, there are still a number of amusing bits, mostly involving Casey Affleck and Scott Caan, who steal the movie as the squabbling brothers. At one point, Affleck goes undercover as a Mexican worker to infiltrate a dice manufacturing company as part of their scheme to fix all the games against the casino, a funny bit, but one that adds to the absolutely outlandish nature of the scheme. David Paymer puts in a funny turn as the poor hotel reviewer given the runaround by Ocean's crew so that he won't give Banks' new hotel a coveted award received by his previous establishments.
Once again, the female characters get the short end of the stick as Julia Roberts and Catherine Zeta-Jones are replaced by Ellen Barkin as Bank's right hand woman, who is effortlessly seduced into a tryst with Matt Damon's Linus Caldwell (sporting a fake nose and accent of course) in order to steal Banks' pride and joy, the Five Diamond Award, giving Soderbergh an excuse to bring back Vincent Cassell's jewel thief The Fox, shoehorning him into the story in a way that adds very little to the already complicated mess.
While Soderbergh goes for similar hip stylings as the first movie, complete with split screen storytelling, he also uses a ghastly oversaturated color scheme that doesn't add anything and makes things look uglier, rather than slicker. Soderbergh's effects team seems particularly proud of the fictitious computer-generated casino at the center of the heist, so much so that they feel the need to repeatedly show it via sweeping aerial views, again serving little purpose.
The Bottom Line:
In an attempt to get back to basics, Soderbergh disregards what made the franchise so fresh and original in the first place by trying to rehash everything that worked in the first movie. Going back to the same well for a third time makes it obvious how one-dimensional most of these characters are, especially when returning them to the same Las Vegas setting, making "Ocean's Thirteen" mostly dull and only mildly amusing at best.