After 2004's Ocean's Twelve turned out to be little more than home movies for superstars, I had modest expectations for the third installment of the Ocean's Eleven franchise. Thankfully, fans of George Clooney, Brad Pitt, Matt Damon and the rest of the Ocean's gang are dealt a royal flush in the immensely satisfying Ocean's Thirteen. It's an intoxicatingly absurd caper, a movie that, like Vegas itself, wants nothing more than to entertain -- and to take your hard-earned cash, of course.

Inspired by the 1960 flick Ocean's Eleven, the contemporary Ocean's franchise is exactly what the original Rat Pack excursion wanted to be and wasn't. Under the expert watch of director Steven Soderbergh, Ocean's Eleven and Ocean's Thirteen are irresistible cinematic trinkets, sleekly produced and glittering with its ring-a-ding cast. If the assemblage of stars and crew was a bit too self-satisfied for the masturbatory dross of Oceans Twelve, they appear to have regained their bearings in the inevitably titled Ocean's Thirteen.

No, the picture doesn't match the fizzy charms of Ocean's Eleven, but so what? Sequels rarely do (we all know the exceptions to the rule), and, taken on its own merits, Ocean's Thirteen is sparkling fun. In this adventure, confidence men extraordinaire Danny Ocean (Clooney) and Rusty Ryan (Pitt) round up their crew when one of their own, Reuben Tishkoff (Elliott Gould), has a near-fatal heart attack after being double-crossed by hotel mogul Willie Bank (Al Pacino). Ocean's gang wants to cheer up Reuben and restore his zest for life; what better way to do so than to ruin the guy who pushed you out of a lucrative hotel deal?

The heist is delightfully far-fetched. Danny and company resolve to rig the casino games at the hotel's grand opening so that Bank takes a bath, a scheme that involves simulating an earthquake to knock out an otherwise-impenetrable security system. But Ocean's crew means to cripple Bank's business empire, and so they also work to sabotage his attempts to win the hotel a prestigious five-diamond rating.

Giddily implausible, Ocean's Thirteen weaves together a crazy quilt of cons, scams and, of course, goofy disguises. Yet for all the film's brio, Soderbergh and screenwriters Brian Koppelman and David Levien (Rounders, Runaway Jury) infuse the proceedings with a surprisingly sweet and gooey center. Loyalty and the bonds of friendship trigger the sting, after all, and Danny Ocean's shenanigans even include a sly nod to sensitivity, Oprah Winfrey-style.

As with the previous Ocean's pics, the star-studded cast clearly seems to be having a ball. Clooney and Pitt have honed an effervescent rapport; these guys have the otherworldly aura of movie stardom, and they know it. Scott Caan and Casey Affleck are fun as the bickering Malloy brothers -- both of whom wind up ensnared in a workers' revolt in Mexico -- while Matt Damon, Don Cheadle and Carl Reiner all get their respective chances to shine. Only Ellen Barkin, who portrays Willie Bank's sexually frustrated right-hand woman, appears to be an afterthought.

The movie, lensed by Soderbergh, also happens to be visual cotton candy, a feast of eye-popping colors and lavish sets that haven't made Sin City look this inviting since ... well, Ocean's Eleven.

Presented in 2.35:1 anamorphic widescreen, Ocean's Thirteen boasts first-rate picture quality. Details are sharp and clear, and colors radiate from the screen. By design, there is very minor grain in a few scenes.

Viewers can select 5.1 or 2.0 Dolby Digital. Audio is generally solid, but volume is occasionally inconsistent. You're likely to find yourself cranking up the sound on occasion. Audio tracks in 5.1 are also available in French and Spanish. Subtitles in French, Spanish, English and English for the hearing-impaired are also optional.

Considering Steven Soderbergh's knack for great commentaries, the absence of one here is conspicuous. But let's move on. In Vegas: An Opulent Illusion, various Vegas insiders and observes explain how casinos manipulate architecture, lighting and other aspects to entice folks into spending all their cash. Despite some awkward uses of Ocean's Thirteen clips, the 22-minute, 46-second featurette is interesting and informative.

Unfortunately, that's about it for worthwhile extras. Four additional scenes (4:33) are of mild interest; annoyingly, they can only be viewed as a whole. Also included is a throwaway promo featuring producer Jerry Weintraub in a two-minute, 23-second walk and talk through one of the movie's key sets.

It takes a little while to get rolling, but when it does, Ocean's Thirteen is thoroughly entertaining and terrifically fun. Or to put it in the parlance of the movie: The filmmakers have earned the right to shake Sinatra's hand.