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Personality is noticeably lacking in director Steven Soderbergh's cotton candy caper confection that should, but will not, end his superfluous Ocean's franchise. George Clooney and the rest of the well-dressed criminal crew return to Las Vegas, after their Ocean's Twelve European foray, to come to the vengeful aid of their respected pal Reuben Tishkoff (Elliott Gould). Tishkoff ends up in critical condition from the traumatizing shock of having his fiscal posterior handed to him by dirty dealer Willy Bank (Al Pacino) who Reuben went into partnership with because both men "shook Sinatra's hand." Danny Ocean (Clooney) and the boys hatch a convoluted plan to wreck Willy's magnificent new hotel and casino, the Bank (a spiraling triad skyscraper created to beautiful effect with CGI) on the night of the hotel's July 3rd "soft opening." The story becomes a drone of white noise, color and empty spectacle punctuated by dead-end subplots that lead to a predictable backslapping conclusion.

On the surface, it seems Al Pacino's presence would elevate Ocean's Thirteen to a reasonable level of entertainment. Instead, screenwriters Brian Koppelman and David Levien (Rounders) paste together disjointed cartoon elements for Pacino's orange-tanned character then leave him in the shadows for most of the movie. Even Steven Soderbergh, famous for knowing where to put the camera, fails to convey the gears turning in Bank's egocentric brain. All we know is that the callous Bank has an insatiable appetite for collecting "Five Diamond Award" ratings for all of his hotels around the world, and which he covets for his latest creation. It's to this end that Ocean's team throws cannons after monkey wrenches to ensure that the Bank fails the Five Diamond test by a mile.

Covering their bets from all angles, the team of good/bad guys turns to insider mastermind Roman Nagel (Eddie Izzard) to overcome the Bank's seemingly unassailable security system. Goof brothers Virgil Malloy (Casey Affleck) and Turk Malloy (Scott Caan) are dispatched to a dice manufacturing plant in Mexico, where they dump magnetizing powder in vats. "Fixed" card shufflers are tweaked and brought into the hotel along with rigged slot machines. But the key to sabotaging the hotel's gigantic artificial intelligence computer lies in creating an earthquake-type disruption; Don Cheadle and Andy Garcia are in on that caper.

Opposite the mechanical contrivances are a couple of Jerry Lewis-type sequences involving David Paymer and Carl Reiner as Five Diamond evaluators. Putting a rubber nose on the film's impertinent stabs at comedy is Matt Damon, whose character works for an international gambler and ends up seducing Ellen Barkin.

It's ironic that Ocean's Thirteen premiered at the 60th Cannes Film Festival's global stage alongside the Coen Brothers' masterpiece No Country for Old Men; David Fincher's modern classic Zodiac; and this year's Palme d'Or winner, Cristian Mungiu's devastating 4 Months, 3 Weeks and 2 Days, about a black market abortion in Nicolae Ceausescu's Romania. Ocean's Thirteen is a distinct example of everything wrong with Hollywood. It's a bloated popcorn movie that could put you to sleep before you get down to the unbuttered kernels at the bottom of the bag. Here is a sellout project that will bankroll serious films for Soderbergh, Clooney and perhaps Brad Pitt and Don Cheadle.

Skip this flick, moviegoers. Instead, put on your finest evening dress or best suit; go to the jazziest event in town; act out your own suave attitude. You'll have a lot more fun than you would by watching Ocean's Thirteen.

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