In the Bizarro-world landscape of Cannes, Ocean's Thirteen can actually be seen as a bold departure from the mainstream; after nearly two weeks of slow-mo black and white, grinding poverty in Eastern Europe, subtitled mayhem, suicide, unsimulated sex wrenching teen angst and Dogme-style naturalism, a few movie stars feels like a nice change from the same old same old. I wish I could tell you that Ocean's Thirteen is pure adult fun, or that it charms your pants off, or that it at least had you guessing how the boys were going to pull it off this time; I can't quite do that. Ocean's Thirteen is pretty much a confection of silly gags, great visuals, male bonhomie and goofy comedic 'suspense.' And I'm not, per se, complaining; you might as well complain that the ocean contains hydrogen, oxygen and salt.

The moneyman of the Ocean team, Reuben Tishkoff (Eliot Gould) has gotten into bed with the wrong partner -- predatory, vain Willy Banks (Al Pacino, in a low-yet-effective gear of his scenery-chewing 'Hoo-aaaah!' mode). Banks has never met a man he wouldn't swindle, and cuts Reuben out of the deal. Reuben can't believe that a fellow Vegas old-timer would do such a thing: "There's a code among guys that shook Sinatra's hand!" The shock lands Reuben in hospital, leading to a gathering of Danny Ocean (George Clooney) and his crew to avenge this wrong against their friend.

And, plot-wise, that's it: The rest of the film is plans, setbacks, schemes and scams designed to damage Banks's pride and pocketbook in equal measure, with the Ocean's crew working eight angles at once. Can't figure out a way to get everyone in Banks's Casino out? Fake an earthquake. Your tunneling equipment breaks down? Bring old Ocean's nemesis Terry Benedict (Andy Garcia) on board as your money man. Want to throw Banks off his game? Have his 24 biggest high-rollers stop gambling and walk out. (Banks to Ocean: "What did you do? Bribe them? Buy them? Trick them?" "Yes.")

The fact is that Ocean's Thirteen is loose, but a little lazy, stylish and slovenly; we're supposed to be having such a good time watching Danny, Rusty (Brad Pitt), Linus (Matt Damon) and the boys, we're not supposed to care about if they actually face obstacles. Steven Soderbergh returns as director -- and his own director of photography -- and he makes sure that everything runs smooth and stylish, mixing meticulous compositions with quick gags, on-screen titles explaining plot points and deft visual tricks. There's some nice side-journeys in Ocean's Thirteen -- Linus has to seduce Banks's left-hand woman Abigail Sponder (Ellen Barkin), burdened with a ridiculous false nose; The Molloy Brothers (Scott Caan and Casey Affleck) are dispatched to Mexico to subvert the dice-making for Banks's new casino, and wind up as unlikely labor leaders. ("He says they want 'bread and roses'." "Well, get down there and straighten him out.") There are also a few surprises -- the return of the gang's greatest nemesis, and one of the flat-out best cameos of the year.

What the Ocean's films are really about is a wish-fulfillment vision of male bonding -- communal effort, good-natured mockery, support for each other in times of crisis, jubilation in times of triumph. The fact that everybody looks great while doing these things doesn't hurt, either. Brian Koppelman and David Levien's script has all the little bits and pieces you could hope for -- but those cogs and gears never really feel like they're working towards a greater goal. I loved Ocean's Eleven -- it was a brilliant piece of pure entertainment for grown-ups, fun and breezy and hand-crafted to click perfectly -- and I even liked Ocean's Twelve, despite the fact it felt muddled and crowded and messy. Ocean's Thirteen is better than Twelve, sure -- but at the end of the day, what began as a celebration of ring-a-ding Rat Pack style and flair and classic caper flicks is now one of those flashy newfangled Vegas slots: All noise and light, briefly diverting, and engineered solely to make sure the house earns money.