I like the number 13. Always have. While some tend to shy away from it, I’ll be the first one to bet on it. And bet on it I will, particularly if it’s OCEAN’S 13. That’s right. Danny and the boys are back in town, in their town - Las Vegas - seeking revenge for one of their own. No villas in Lake Cuomo or homes on hydraulic stilts in the waters of Amsterdam. No ex-wives or ex-girlfriends to muddy the waters. Just the guys doing what they do best - being slick, suave, sexy, super cool, dashing, debonair and daring-do, and having a heckuva fun time doing it.

Everybody loves Reuben Tishkoff. A big player and casino owner from days gone by, Reuben has fond memories of the good old days; the days of Sinatra and the Rat Pack; the days when a man’s word, or a thief’s, was his bond and good as gold. And although times have changed, Reuben still believes in that code. So, it’s with honor and good business sense that he makes a deal with another old-time, albeit unscrupulous, kingpin, Willy Bank, to share in the ownership of Bank’s latest mind-boggling casino property venture - The Bank. Set to open on July 3, The Bank is billed as being the most lush and luxurious hotel to ever sit on the Strip, a guaranteed winner. But before you can say "Luck be a lady tonite", Reuben’s luck runs out as Bank double-crosses him and cuts him from the venture taking Reuben’s millions with him.

The shock and financial ruin, not to mention Bank’s unethical conduct, leave Reuben hospitalized in critical condition. A mentor to Danny Ocean, Rusty Ryan and the rest of the Ocean gang, Danny and Rusty are more than incensed and determine to do the only decent thing under the circumstances - get Willy Bank. It’s bad enough that Bank stole Reuben’s money and sent him to the hospital. But to be a man who shook Frank Sinatra’s hand and then do this!?! Unforgivable. And after all, revenge is the best medicine.

Rounding up the pack - Lines, Baser, Yen, Virgil, Turk, Livingston, Frank and Saul - the boys kick into high gear with an outlandish and ambitious multi-purpose plan. First, destroy Bank personally, professionally and financially. Second, sabotage the opening of The Bank. Third, return the money Bank stole from Reuben which will in turn accomplish the fourth prong of the plan to restore Reuben’s health. And can you believe this has to be done to a man who shook Sinatra’s hand? A travesty!

But despite their best intentions, things are a bit more difficult than anticipated and it’s not long before they call in reinforcements like uber-technological genius Roman Nagel and when short on cash, even their old nemesis Terry Benedict joins in the hijinks. Of course, Benedict’s willingness to help is predicated on the condition that Danny steal diamonds that Bank has hidden in an undisclosed location somewhere in The Bank. Hey, no problem!

Incorporating every trick in the book and then some, the boys pull off everything from simulating an earthquake under The Bank thanks to Baser’s inspired use of the same giant drill used to carve the Chunnel from France to England, magnetizing dice in Mexico, rigging slot machines and card shufflers, planting high rollers and of course the easy stuff like multiple cameras throughout The Bank including Willy Bank’s office. His impenetrable kingdom is not as impenetrable as he thought.

Obsessed with a Five Diamond Award hotel rating (you know the rating, the one in your Auto Club guide), this proves to be Bank’s Achilles Heel and proves to provide the most gag laughs. With Saul acting as a decoy as the rating inspector/evaluator, the boys get a chance to show the real evaluator some true Banks hospitality with everything from food poisoning to bed bugs to getting gassed to getting kicked out of the hotel. Guess we know what rating he’s giving The Bank. And you remember how obsessive Terry Benedict was about his, er Danny’s gal, oh heck, Tess? Well, Willy Bank has a girl, too; Abigail Sponder, and she’s his right hand man in the operation of The Bank.

And while almost everybody is back for this revenge-fest (Julia Roberts and Catherine Zeta-Jones elected to skip the party) and everyone is given their own moment in the sun, this is Clooney’s movie. The older he gets, the better he gets. His timing, his charisma, his charm, his wit. His presence alone tacitly and captivatingly commands every scene, but get him started with dialogue and the sky is the limit. He has a casual eloquence that just lets the wit roll from him hitting lucky 7 every time. I’ve said it before and I will say it again, he is the Cary Grant of this generation. (And after his successful turn as Danny Ocean, he should do a remake of a Grant classic, "Mr. Lucky.")

Brad Pitt is back as Rusty Ryan and is also impeccable. The rapport that he and Clooney haveis pure magic. Over the course of the trilogy, Matt Damon has really come into his own as Linus Caldwell and is a real standout. Don Cheadle’s Basher is again joyous, flippant and engagingly fun while Casey Affleck finally gets a chance to really shine as Virgil. Scott Caan also gets some more welcome face time as Virgil’s brother Turk. An interesting side note: Scott’s father James Caan starred with Al Pacino in "The Godfather." And ironically, the character names of Virgil and Turk came from "The Godfather" where Al Pacino guns down Virgil "The Turk" Sollozzo.

Elliot Gould returns as Reuben and plays ham and camp to a tee. Even on his "deathbed" he can draw a laugh while still evoking the seriousness necessary to set the groundwork for the story. And of course Carl Reiner as Saul is shear perfection. As Terry Benedict, Andy Garcia brings his cold-hearted steeliness back to the table but this time, adds a layer of playful fun. And joining in the games for the first time are Al Pacino and Ellen Barkin. Pacino takes on the daunting role of the unscrupulous Willy Bank. And sadly it is Pacino’s performance that is the one downfall of the film. Although he fills the bill for purposes of the story, I continually felt that he was holding back with the role and never really took charge of the character, perhaps due to his scenes being shot all together in three weeks and not allowing for the long term development that everyone else achieves. As Bank’s right hand Abigail Sponder, Ellen Barkin is simply smoldering. Although it appears she has ice in her veins, she radiates heat.

Written by "Rounders" scribes Brian Koppelman and David Levien, the end result is a smart, sassy wining hand. Returning to the scene of its initial success, Las Vegas, the story, the characters and the setting all combine for a comfortable affable feel that makes for pure entertainment. Harkening to the days when Carl Reiner first became a comedy king, punchlines are a plenty and - surprise - they all work! And you just roll right along with them. Twists and turns abound that keep you guessing A big plus, Koppelmen and Levien quickly address the absence of the Julia Roberts and Catherine Zeta-Jones which eliminates any hovering unanswered questions paving the way for a self-contained story.

As to be expected, the boys make reference to their outside personas with quips and quotes and the most implausible scenarios but none is funnier than Clooney in a cameo with Oprah doing goo-goo-gaa-gaa with a passel of orphans. Need I explain more?

Steven Soderbergh, this his 17^th film and 6^th with Clooney, returns as director and cinematographer (using the moniker Peter Andrews) and leaves his fingerprints on every aspect of the film. Using the first half of the film as the set-up, his play of light and shadows is outstanding and although a bit "dark" for the Ocean films, works surprisingly well. But when the second half rolls around, hold on to your hats. The pace rivals that of a craps table with the turns of a roulette wheel tossed in for good measure and never moreso than with one particular tracking shot through the casino with pans and zooms that is masterful and mind-blowing. The darkness recedes and light joyous fun takes hold capitalizing on the wit of the script and the delicious dialogue amongst the players. And again, Soderbergh captures some very moving moments (remember the fountain scene at The Bellagio in "Ocean’s Eleven") paying homage to the Vegas of old with Danny and Rusty reflecting against a sun setting on the horizon. Priceless beauty. I was initially afraid that with so many parts to the revenge puzzle that something may be left undone, but that’s not the case. With the precision of a Swiss movement timepiece, the cogs come together like a slot machine perfectly aligned on 777, leading to the ultimate pay-off.

And I would be remiss not to mention the exquisite work of production designer Philip Messina whose ideas of opulence make me yearn to stay and play in a casino hotel that he would design. With an Asian flair and layers of rich reds and golds, you think money and riches from start to finish. Particularly notable is Soderbergh’s camerawork with these interiors. There is real attention and care paid which showcases the glamour and wealth of Willy Bank, stressing the real loss to the lovable Reuben. As you may recall, "Ocean’s Eleven" was actually shot in Vegas at The Bellagio. However, this go round, Messina’s talents were called into play as the lush and luxurious casino interiors were built over on the largest soundstage at Warner Bros.

High production values. A class act with class performances. Clever, sharp, witty, sophisticated. Roll the dice for OCEAN’S THIRTEEN. It’s a winner.

Danny Ocean: George Clooney

Rusty Ryan: Brad Pitt

Willy Bank: Al Pacino

Terry Benedict: Andy Garcia

Written by Brian Koppelman and David Levien. Directed by Steven Soderbergh. Rated PG.