This outing is less a caper film than the kind of thing that frequently turned up on TV's Mission: Impossible, in which a KGB agent, military dictator, or other Iron Curtain power-monger type is set-up for a grand, public humiliation, reducing their power and influence to next to nothing. Here, a paternal member of glamorous thief Danny Ocean's crew, Reuben Tishkoff (Elliot Gould), is recovering from a severe heart attack after being cheated and threatened - in an awkwardly positioned flashback - by Willy Bank (Al Pacino), a smiling cobra-type millionaire casino builder.

With Reuben depressed and bedridden, Danny vows to take revenge by humiliating Bank during the "soft" grand opening of his new casino. The plan is extraordinarily complex, but involves fixing slot machines, blackjack and craps tables so that ordinary gamblers will win a huge fortune before the deception is discovered, and to deny Bank's hotel a much-coveted "Five Diamond Award" by subjecting its reviewer (David Paymer) to a barrage of bacterial infections, lousy room service, rude waiters and the like. Later, when more money is needed to finance the operation, Ocean reluctantly turns to an old enemy, rival casino owner Terry Benedict (Andy Garcia) but his price is awfully high: on the night of the big con, Benedict wants Ocean to steal some priceless diamonds secured in Bank's seemingly impregnable penthouse office.

The obscenely busy film has myriad subplots following the actions of Danny's crew: electronics expert Roman Nagel (Eddie Izzard) tries to thwart Bank's super-computer security system, the invention of an arrogant Brit (Julian Sands, wasted in a minor role); Rusty (Brad Pitt) shares an amusing scene with Bank, with the former disguised as a safety conscious seismologist; Linus (Matt Damon) seduces Bank's vulnerable yet vain middle-aged executive assistant, Abigail (Ellen Barkin) to gain access to the diamonds, etc.

Ocean's Thirteen oozes Vegas fantasy atmosphere, primarily through its color-intensive cinematography with an emphasis on high-roller glamour. The picture is moderately amusing throughout: watching hapless reviewer Paymer subjected to a vacation from Hell, and following aging con-man Saul Bloom (Carl Reiner) clearly relishing his part in Ocean's game, masquerading as "Kensington Chub," the very British, very bogus "Five Diamond Award" critic. Though Pacino's part unsurprisingly and unnecessarily frequently references Michael Corleone, the actor makes the part memorable and distinctive; his cutthroat, quietly ruthless manner seems very real.

(Converesly, Pacino's Sea of Love co-star, Ellen Barkin, looks terrible in this, like a middle-aged woman trying, badly, to look 20 instead of a good 52. It's possible that her look, like she was assaulted by a busload of plastic surgeons, was deliberate and if that's true then more power to her for gamely allowing herself to look so frightful.)

The crowd-pleasing climax can't hide the film's extreme shallowness, however. There are too many honorable crooks and partly for this reason there's no time for anything like characterization, not that the first two films covered that ground before. There's an extremely lame breather of a scene finds Pitt's Rusty catching Ocean tearing up watching a typically maudlin episode of Oprah, which I guess was in a comical way designed to show Ocean's humanity. Or something.

Video & Audio

Some reviewers have suggested that Soderbergh, who also directed the cinematography under the name "Peter Andrews," was emulating the visual style of swingin' sixties films as Down with Love and CQ have done, but that's not really true. Instead, Soderbergh seems to be trying to mesh the riot of primary color and clashing derivative architectural styling of Las Vegas with the hip Rat Pack sensibility that inspired the series in the first place. The color range on the HD DVD is undeniably impressive; colors at times pop off the screen, but like everything else it's overdone. For example, something like a color motif was attempted with Pacino's character, who's lit and/or tweaked in post-production to bathe him in a kind of gold, but the effects is overdone: instead, like a pair of baby shoes he almost looks like he's been dipped in bronze. Filmed in Super 35, the image is deliberately grainier than it need be, and Warner's standard DVD is good enough that the difference between standard and high-def is not as dramatic as other recent blockbusters, but it's an accurate representation of the film.

The 2.40:1 image is presented as a flipper HD DVD and DVD combo disc in 1080p, with audio in Dolby Digital Plus 5.1 in English, French, and Spanish. The disc notes that the French version was dubbed in Quebec; I don't know what the significance of that is exactly unless North American French speakers prefer French-Canadian to French national accents. The subtitle options are extensive: English, French, Spanish, Portuguese, Chinese, and Korean, of which all except English are carried over to some of the bonus material. There's no Dolby TrueHD audio, but the mix otherwise is up to contemporary standards if not overly impressive. Soderbergh's personal style frequently favors dominating music tracks while sound effects and even dialogue is minimized or dispensed with all together (such as the famous seduction scene in Out of Sight). It's perfectly fine, however.

Extra Features

Supplements include two high-def exclusives: an audio commentary by director Steven Soderbergh and screenwriters Brian Koppelman and David Levien which is rather interesting; and a disjointed but very entertaining featurette, Masters of the Heist. The latter profiles a glamorous diamond thief, a seminal pyramid schemer, a group of MIT-educated card counters, and a still-unsolved art heist. The segments are all fascinating and informative but don't really go together. Card counting, as the documentary points out, isn't illegal and isn't a "heist" either, not does the pyramid segment, with its lively animation and silent film style recreations, visually match the other segments. It's all interesting stuff, and the art theft story is really fascinating; all four tales would make great movies all by themselves. A smattering of deleted scenes are also included in high-def.

In 480i/p standard definition, Vegas: An Opulent Illusion is a fairly standard historical overview that plays like something a group of travel agents and Vegas city councilmen might whip up. Though informative, it makes Vegas into something only slightly less appealing than nirvana itself and doesn't just gloss over the city's many problems (water shortages, crime, and its allure to gambling addicts), it doesn't even mention them. Several interviewees boast that the city can never be overbuilt, but others unseen here would strongly disagree. Finally, Jerry Weintraub Walk and Talk offers a casino tour; an interesting if unremarkable segment.

Parting Thoughts

As a movie and as an HD DVD, Ocean's Thirteen is just okay, though it makes for a decent night's entertainment and the Masters of the Heist documentary, despite its problem is excellent overall. Recommended, but without much enthusiasm.

　 Film historian Stuart Galbraith IV's most recent essays appear in Criterion's three-disc Seven Samurai DVD and BCI Eclipse's The Quiet Duel. His audio commentary for Invasion of Astro Monster is now available.