Continuing an unexpected trend started by "Pirates of the Caribbean: At World's End", "Ocean's Thirteen", the third in the numerically troublesome "Ocean's" series, proves to be the best of the bunch. Like "Pirates 3", "Thirteen" learns from its past. 2001's remake, "Ocean's Eleven", was at best a mugging attempt to capitalize on the kitsch of Rat Pack nostalgia. 2004's disappointing "Ocean's Twelve" took the series into "meta" territory and away from its heist roots. "Thirteen" goes back to the basics. It is, in essence, one long caper from start to finish. And while it makes almost no sense (and never pauses for a minute to think about it), everyone's having a ball - and this time, the audience is included.

The film wastes no time getting down to business. When "Thirteen" begins, Elliott Gould's beloved (I guess) schlub Reuben Tishkoff is in the hospital, the victim of a heart attack after a viciously sleazy business deal with Willie Bank (Al Pacino, having a blast), a cutthroat new casino owner on the Vegas strip. Faster than you can say myocardial infarction, Danny Ocean (George Clooney) and his boys gear up to take Bank down.

Now, don't ask me who the Thirteen are since it's almost impossible to tell. All I can say for sure is Julia Roberts' Tess Ocean opted out this time around (she's explained away with an odd "it's not her fight" line). The estrogen level is maintained, however, by Ellen Barkin. As stunning as ever, Ms. Barkin plays Abigail Sponder, right-hand woman to Mr. Pacino's Bank. While Ms. Barkin is given a few moments to strut her stuff, the jokes in this boy's club are too often at her expense.

As you'd expect, there are in-jokes galore - many, many of which will be lost on most. But unlike "Twelve" which reveled in its own winking cleverness, "Thirteen" is just as much fun from the outside (particularly some hysterical moments with Oprah). Courtesy of an almost miraculous script by Brian Koppelman and David Levien each character is given something to do - though the term "character" might be an overstatement since the actors mostly play themselves. Brad Pitt, Matt Damon, Don Cheadle, Casey Affleck, Scott Caan, Bernie Mac, Carl Reiner, et cetera, et cetera. They're all back and having the time of their lives. Even Andy Garcia shows up as villain-turned-ally Terry Benedict.

Director Steven Soderbergh is also in fine form, conducting the proceedings like a maestro and wrapping everything up in under two hours. In a summer of overblown big budget blockbusters, that's the most impressive feat of all.