By Dave McCoy
MSN Movies

When I was standing in line for the "Ocean's Thirteen" press screening, a former San Francisco colleague remarked that for Cannes 2007, showing this film constitutes a subversive move. He was joking, but it's true: After eight days of abortions, political revolutions, family tragedies and various other downbeat topics, this cool, star-studded popcorn film couldn't seem more out of place. Or more welcome.

Genius director Steven Soderbergh, probably needing more cash for experimental fare such as "Bubble," gathered the whole gang (George Clooney, Brad Pitt, Matt Damon, Don Cheadle, et al) together for one more job and you had to wonder whether they'd outstayed the gag. But during press conferences, the boys admitted they blew it with "Ocean's Twelve" and wanted to right their mistakes. I actually liked "Ocean's Twelve" (I was that one guy). I found the multiple capers in the dizzying array of worldwide locations and the self-reflexive touches (Julia Roberts playing Julia Roberts) to be clever, breezy and smart. Most thought it self-indulgent, smug and messy. So, all of that has been removed in "Ocean's Thirteen," and the result is much more focused and streamlined. It's one caper in one location (back to Vegas) with one villain). Gone are the self-referential inside-Hollywood gags, save two very funny jokes between Clooney and Pitt at the very end. And Soderbergh ditched all the romance, too: When Danny Ocean (Clooney) and Rusty Ryan (Pitt) arrive at the Vegas airport, Linus (Damon) asks them the whereabouts of their respective girlfriends (Julia Roberts and Catherine Zeta-Jones). "It's not their fight," snaps Ocean, and with one line, gone are all hackneyed love story lines (and both actresses from the project). They'd just get in the way. Linus will later use romance (chemically inspired) to seduce the only woman in the entire film, the sexy Ellen Barkin, but it's just business in "Ocean's Thirteen." For if "Ocean's Eleven" was about Clooney getting the girl, "Ocean's Thirteen" is about friendship and loyalty among boys.

The story starts when shrewd casino owner Willie Banks (Al Pacino, perfectly cast here) double-crosses Ocean's mentor Reuben Tishkoff (Elliott Gould) and sends him to the hospital. It's war. Ocean gathers the gang, who agrees to risk every dollar they've made in the first two movies to bring down Banks' new casino on the night of its grand opening. The plan is the wildest, most ambitious we've seen in any of the three movies and contains a ton of moving parts (my favorite involves setting up the casino to get a bad review, something Banks worships, by torturing poor critic David Paymer in a multitude of ways). But it all flows seamlessly, and "Ocean's Thirteen," at just more than two hours, flies by with ease. Basically, it's a reunion of old friends, and if you love these characters (and I do love them), you'll have a blast hanging out with them again. It's funny, charming, bright (primary colors aplenty), brisk, smart and fun.

The boys took a chance coming back again. They could have crapped out. Instead, in the end, everybody wins.

Page 2: Scorsese 101