Just like Vegas' hottest new casino, Ocean's Thirteen comes packed with a host of slick, highly-stylized visuals and enough clean-cut cool to entice any ordinary Joe off the street to empty his pockets in hopes that the atmosphere alone with hypnotize him to a point where he'll walk out broke without feeling any pain whatsoever. The summer's threequel theme returns this weekend with a third installment stuffed full of Hollywood's favorite A-list stars and, although it's far superior to the mis-managed mess that was Ocean's Twelve, Ocean's Thirteen doesn't quite top the fun and suspense of the original (and when I say 'original,' I mean the Ocean's Eleven from 2001, not 1960). It's fun, it's campy and it's worth the gamble -- that's if you don't mind shoddy character development, regurgitated gags and an unrealistic story.

Proving once again that what happens in Vegas should definitely stay in Vegas, Danny Ocean (George Clooney) and his crew return to the town where they belong, but this time they're not out to fill their pockets with other people's money. Nope, they want revenge. When Danny's friend and mentor Reuben (Elliot Gould) is forced against his will to hand over his 50% share in a new casino to his slimy, opportunist ex-partner Willie Bank (Al Pacino), the shock and overwhelming disappointment lands Reuben in the hospital, near death and unable to speak. Thus, Danny, Rusty (Brad Pitt), Linus (Matt Damon), Basher (Don Cheadle), Frank (Bernie Mac) and the rest of Ocean's wannabee hustlers arrive to plan Bank's demise and, at the same time, score a big fat one for Reuben.

Essentially, the boys want to make it so Bank loses as much money as possible during his casino's grand opening. To do that, they set in motion an elaborate plan that includes a few ridiculous disguises, an insanely high-priced drill, lots of "inside" assistance and one fake nose. However, when their multi million-dollar budget dwindles down, they're forced to seek financial help from the one man who's ego is far greater than his pride -- casino owner Terry Benedict (Andy Garcia) who, naturally, wants to milk these guys for as much as he can. Missing from this third installment are any romantic entanglements (with the exception of one drawn-out seduction scene involving Damon in disguise and Bank's sexy, no-nonsense assistant Abigail, as played by Ellen Barkin), but who needs love when you're personally invited to spend a flashy two hours at the cool kids' table?

The biggest problem with the script (which, albeit, was finely crafted right down to the littlest detail) is that the story is just too unbelievable. Why go through all this trouble when a few neatly-placed stink bombs would clear out the joint in a heartbeat? (Heck, it worked in my high school cafeteria.) Call in a bomb threat or, better yet, spike all the drinks with ex-lax. But that's not their style -- they'd rather spend an absurd amount of money creating an artificial earthquake. It's comical, mind you, just not at all plausible. It's far-fetched, but so is the idea that a group of guys can get away with this type of stuff time and time again when the only one who isn't privy to their master plan is the check-in clerk. Oh wait, she's in on it too. But since we know this about the Ocean's films going in, it's fairly easy to check our brain at the door and enjoy on-screen ensemble chemistry at its best.

Yet chemistry can take us only so far, and the characters, as they're written, are weak. Whereas the first film introduced us to a Danny Ocean who was held prisoner by the girl that got away, in this film there aren't any unnecessary distractions. It's all business; all the time. And though the banter between Clooney, Pitt and Damon is enjoyable, there's not a lot of depth there. Part of the fun of watching a successful franchise is the ability to see the main characters grow throughout each film, eventually arriving at a point where everything comes full circle and our hero takes all that he's learned up against his fiercest rival to date. Pacino's Bank is like a carbon copy of Benedict, only without the personal connection to Ocean. He screwed over Ocean's friend (who, let's face it, was a character we never really cared about to begin with), but what's missing is that one thing that pulls us in so we're emotionally invested in these characters and their goal.

The only visible growth comes from Linus, Damon's character. He's come a long way from the shlubby apprentice, and in this film he's as cool and confident as the rest of them, eager to take on the biggest task to prove he's capable of succeeding. Pitt's Rusty always came off as a womanizer who refused to settle down, yet that persona was never fully explored; in fact, it was never explored. There's a great "inside" joke at the end between Clooney and Pitt, but it only works on one level when it could've meant a whole lot more. The rest of the crew ... eh -- they're exactly as they were in the previous two films, but with new dialogue. The guy who screws up (Eddie Jemison) keeps screwing up. The guy who builds explosives (Cheadle) keeps working on new toys. The odd couple who bicker (Casey Affleck and Scott Caan) continue to bicker, only they're shtick has become increasingly more annoying. What this film needed was a nastier villain with the ability to turn the Ocean's crew against one another; someone to raise the stakes and shake things up. The earthquake should have been used as a metaphor for these friendships, these business relationships, and that would've taken this franchise in the direction it needed to go.

But this is all director Steven Soderbergh expects us to want, and so he once again delivers an Ocean's film that looks so pretty, so enticing -- like a shiny new digitized slot machine with pictures of half-naked hotties wearing ripped t-shirts with their name above yours and a heart in the middle -- that it doesn't matter how many flaws we can count with both hands. It is what it is, and sometimes style does win out over substance.