"Ocean's Thirteen" is too complicated for its own mediocrity.

Oh, it's not charmless. It's not hard to sit through. It won't crush your spirit and send you to the nearest bar for a long 4 a.m. of the soul. It's maybe halfway between okay and not bad.

The third in a series of hipster capers, ripped off from the original Sinatra Rat Pack hipster caper in the '60s, it returns the usual suspects to their usual positions doing their usual shtick in their usual venue. Abandoning the Europe of "Twelve," it's once again about a big Vegas casino takedown. The two new recruits, Al Pacino and Ellen Barkin, are the most impressive. They seem to think actual acting is involved. They invent fictitious personalities to play, they do cornball stuff like memorizing lines, contemplating motive -- generally carrying on like professional actors. Didn't they notice what was going on around them?

The Ocean gang's scam this time is in retaliation for Pacino's Willie Bank muscling poor Reuben Tishkoff (Elliot Gould; see In Focus on Page 29) out of his property, his legacy and his health. You can't do that to one of Danny Ocean's (George Clooney) boys, and so the others convene in Vegas (site of the first movie and the Sinatra original) and decide to take down Pacino to teach him a lesson and to give Reuben something to live for.

It's here that the hipsters' vacation threatens to become an actual movie. Instead of simply stealing from the newly constructed casino, the boys decide it would be better to rig the games so that at a certain point, the house advantage is temporarily destroyed and odds revert to favor gamblers. Therefore, in short order, the whales -- as the high rollers are called -- will turn the tables on their harpooner and destroy the place.

But director Steven Soderbergh is just having too much fun. The details, the plots, the stratagems, the counter-stratagems mount and mount and mount until the thing reaches a point of such overplotted density it can't be penetrated. And, oh, yeah, you've got both Brad Pitt and Clooney, two of the best actors and greatest stars in the movies today. Why can't you think up something for them to do? They just sort of stand there, Pitt eating, Clooney looking like he lost the script and hoping nobody notices, until he remembers: Oh, yeah, there wasn't any script.

-- Stephen Hunter (June 8, 2007)

Contains profanity and some intense scenes.