The “Ocean’s” franchise fascinates me.

I offer that with the following caveat: loved “Eleven,” hated “Twelve.”

The original “Ocean’s Eleven” has an interesting history. It was one of the biggest hits of 1960 (“That BIG ONE is here!” read the ads) because its “Rat Pack stars” had never been bigger: Frank, Dino, and Sammy (plus Joey Bishop and JFK family connection Peter Lawford, who was married to JFK’s sister at the time.) The Rat Pack performed in Vegas while making the movie, and JFK visited while campaigning for the Presidency he’d win later that year.

Big hit though it was, “Ocean’s Eleven ‘60” is kind of a dud. The fun premise – 11 WWII Army buddies reteam to rob five Vegas casinos on New Year’s Eve –is executed with square, plodding inertia (Frank doesn’t even sing! But Dino does.)

Today, the movie is a “time machine classic”: a look at a Las Vegas that has literally been blown off the face of the earth, and at that ring-a-ding-dingin’ “Rat Pack” cusp between Eisenhower and the counterculture.

“We may not be as cool as those guys,” George Clooney said of his 2001 remake, “but maybe we can make a better movie.” Clooney kind of did, and managed to put together an all-star cast to do it. Well, at the time, only three of them were big: Clooney, Brad Pitt, and the biggest of them all: Julia Roberts, who did the movie largely because the director, Steven Soderbergh , had just helped her win an Oscar for “Erin Brockovich.”

Matt Damon was struggling at the time – but he’s big now. The rest of the Eleven were at various levels of wattage: Don Cheadle and Bernie Mac up top; James Caan’s son and Ben Affleck’s brother lower down. Elliott Gould – almost the biggest star of 1970 – brought his game with him. Carl Reiner took a role vacated by Alan Arkin (too bad, much as I like Reiner.) Bruce Willis and Michael Douglas considered playing the bad guy who loses Roberts back to Clooney, but backed off. Dependable second-tier Andy Garcia came into that part. And so on.

The plots haven’t particularly mattered much to the Ocean movies. Things just sort of hum along.

Clooney and Pitt are the central “buddy team” (hey, how about a remake of “Butch Cassidy” or “The Sting” with those two? OK, how about not.) Damon, now a big star again (thanks solely to “Bourne”) is their “comic relief” third suave stooge. Everybody else is cool.

At this point, I’ll just take note of what a lot of folks think: “Eleven” was a fun movie, fast and loose on its feet; but “Twelve” was a self-indulgent mess, some sort of international celebrity party masquerading as a movie (Bruce Willis even attended, as himself, not the villain.)

I haven’t seen “Thirteen” yet, but I’m looking forward. Here’s why: Julia’s out…and Al’s in.

Roberts and Pacino are two big face cards in the superstar deck. She’s bigger right now, but he’s got the historical record. For me personally, losing Julia’s humorless angry intensity (right for “Erin,” wrong for “Ocean’s”) and gaining Pacino’s self-amused hammy angry intensity, is a big plus. I’m there.

Pacino joins DeNiro and Nicholson as a one-time prestige great now accused of “selling out and becoming a big ham.” So what? Pacino proved himself, and nothing’s more fun that Big Al on a verbal roll. (How we got from quiet Michael Corleone to “Hoo-ah!” is anybody’s guess. Scarface opened the door.)

What’s great about the “Ocean’s” movies is that they really DO have an all-star cast. Well, at least four: Clooney, Pitt, Damon, and…whoever the other big star is. Julia. Al. (Catherine Zeta-Jones was sort of in their category in “Twelve”, but not really.)

One odd little sidebar: in recent years, the “Ocean’s” movies have been George Clooney’s only real box office blockbusters. “Goodnight and Good Luck” and “Syriana” did well enough, but Clooney himself has opined that he’s just not a blockbuster guy. He’d prefer Henry Fonda’s career, evidently, to Cary Grant’s. He’s kept “Ocean’s” around as kind of a handy annuity. I wonder if he’ll REALLY give it up.

Nice notes, and just a few more thoughts to add.

What I liked best about the initial Ocean's 11 remake was that besides being far more entertaining than the pretty drab original - which was better than misbegotten follow-ups like "Sergeants Three" or "Robin and the 7 Hoods" - it had Brad Pitt channeling the coolth of Steve McQueen; he had that California sangfroid down pat.

What I look forward to in this one (and I'm also with you on Julia Roberts who hasn't really been able to do light since her Mystic Pizza/Pretty Woman days) is the sexiest femme d'une certaine age around, Ellen Barkin. Without being particularly pretty, Barkin has made a career of being incredibly hot (see Big Easy or Sea of Love or Bad Company(!!!) or Wild Bill for examples). She's been out of the loop collecting jewelry, but in the recent publicity burst of group interviews, she's been a pistol.

Final thought - Al Pacino started making big noise before we all said hello to his little friend in Scarface. Don't forget that was preceded by Dog Day Afternoon ("Attic-uh! Attic-uh!") and the way-over-the-top And Justice For All ("I'm out of order??? You're out of order! This court is out of order!!!"). I'm a big fan of Pacino, thoughtful or screaming, and look forward to his performance in this one, too. Thought he was terrific- and restrained - in Merchant of Venice, BTW (and a nod to Jeremy Irons in that one who was also excellent, as usual).

Good points, and Ellen Barkin's return after a few years of "billionaire exile" makes her an additional "gimmick" in the on-going casting stunt that the Ocean's films involve.

I need to clarify on Al Pacino:

Certainly, his earlier career had some yelling and roaring in it. Even Young Michael Corleone exploded a few times, and "Attica!" and "You're out of order!" were high-lung power seventies tirades. But elsewhere in those movies, Pacino was an intense and realistic young actor of the seventies.

And sometime after the over-the-top flourishes of "Scarface" (AND after a four-year hiatus from 1985's "Revolution" to 1989's "Sea of Love", with... Ellen Barkin), Pacino came back with rather a whole new PERSONALITY. Now he was yelling all the time, but with a certain style and line-reading pizzaz.

My theory is that Al Pacino, like Jack Nicholson, realized that as he aged out of youth and out of his young looks, he needed to "compensate" -- with his voice and a new kind of talk-rhythm. Like Nicholson's, Pacino's older voice has become a rather super-stereophonic star instrument, deeper, richer, intent on hitting words with a certain poetic over-emphasis (Pacino kept his looks better, however, than the older, beeefier Nicholson)

That's the Pacino voice of "Glengarry Glen Ross" "Scent of a Woman," "Carlito's Way""The Devil's Advocate," etc.

And likely the Pacino voice of "Ocean's Thirteen."

P.S. Warner's must feel like its rolling the dice with the number "thirteen" in the title of this one.

One of the many joys I get from watching some movies is that of seeing a mystery get solved, specifically the mystery of how one accomplishes the impossible or near-impossible. Watching a group of experts slowly study the problem and devise ways to overcome all the obstacles then put the plan into effect can be truly satisfying. This can extend from war movies such as The Guns of Navarone (how do you destroy an impregnable fort), sci-fi such as Star Wars (same), and of course to crime capers like The Italian Job (how do you steal something so well protected?)

Ocean's Eleven had a good story line and resolution. Although we see them working on the plan we don't really know how it will work until it is done. Ocean's Twelve was a bit of a mess and the ending resolution was largely confusing. Heck, I can't even remember how it ends and it came out just a few years ago.

Ocean's Thirteen has a much more satisfactory ending than Twelve. It is more clear-cut what is being stolen and how. One can quibble and ask a score of questions on how everything actually works but it is easier to just shrug and let it all slide. It would be impossible to do all that Danny Ocean did in real life, wouldn't it?

-Doughdee222

"I am a realist, not a pessimist. The real world is pessimistic by nature."

MINOR Spoilers on "Ocean's 13."

On Memorial Day weekend, A and E ran an all-day "Sopranos" marathon, Seasons 1-3, "sponsored by Ocean's 13." I skimmed in and out of it, but there were a LOT of commercials for "Ocean's 13" interspersed with the "Sopranos" repeats.

Made some sense: the big guest star in "13" is none other than Michael Corleone/Tony Montana/Carlito himself, Al Pacino.

And then they went and opened "13" on "Sopranos" closing episode weekend. I saw both.

A tough comparison. "13" had two hours to tell its flighty little movie story; "The Sopranos" had had 86 hours.

But I adjusted. 13 is better than 12 but reveals that a "3" can't beat the newness of a "1."

Remember how back in 2000, Steven Soderbergh was a genius? "Erin Brockovich" and "Traffic" in one year; Oscars galore. Those were the studio films that made his indie- cred marketable. "Ocean's 13" was his "cash-in," with the stars lining up to work for him.

SS's rather tarnished goods now, and "13" is pleasant but a bit tired.

Interesting: SS brings back his "Traffic" visual style, in a big way: different scenes are shot with different filters: gold, red and a most delightful blue (anchored by Matt Damon's dazzling blue shirt. Does he have blue eyes?.) Soderbergh's also on the down-low with seventies-style zoom-lens psuedo-doc camera technique. There's some artistry to the man, still.

The movie opens with a treat: Al Pacino facing down Elliott Gould. Time to remember: back in 1970, Elliott Gould was a hot, major star. "Bob and Carol" and "MASH" launched the former "Mr. Barbra Streisand." Something like six movies in two years, including one for Ingmar Bergman. But most of the movies flopped, Gould had a minor breakdown, and his career fizzled down to Robert Altman greatness (The Long Goodbye, California Split) and then, character parts and Jenny Craig commercials.

But Gould was something once, and watching him face down fellow 70's icon Al Pacino is a treat. Pacino's casino kingpin bankrupts, betrays and torments Gould's casino kingpin into a heart attack. He's bedridden and silent, near death if something doesn't cheer him up. Ocean's 13 to the rescue!

I think without the structure of Pacino vs. Gould to start the picture, "Ocean's 13" would float off into fluffsville. The two old hipsters give the story some weight (their characters both "shook Sinatra's hand", which goes back to the sixties in coolness.) Then the NEW hipsters show up and the caper begins.

The poster who said Pitt's channeling McQueen got that right. Pitt is a very handsome man who once was either too boyish or played too greasy-geeky (Kalifornia, Snatch, That Monkey Movie) to make much of a star splash. He's got charisma now -- he's so much the coolest of the cool that even Clooney looks a little intimidated on screen with him (Clooney exploits this with a scene where Pitt finds him crying at Oprah.)

Bringing former heavy Andy Garcia into the tale as a wary partner in the new crime is an inspired touch.

Clooney said this should be called: Ocean's 13: The One We Should Have Made Last Time. Out goes the Europarty; everybody's back in Vegas. Soderbergh rather shamelessly re-does scenes from the 2001 "Oceans Eleven" to remind us of better days: its a bit too sequelish a move for one of our great indie men.

Fun watching Clooney eventually face off against Pacino. Pacino gets the gift of Older Movie Stars: we look at him, and his whole screen history plays in our mind, back to Michael Corleone in '72. Clooney's only been a star since about '93, when Pacino was in "Carlito's Way." Hell, that's LATE Pacino. But its nice seeing the Last Generation (Pacino) honor the Next Generation (Clooney) in a face-to-face staredown. Two great voices.

How's the caper go? Oh, you know. Bernie Mac gets a little more to do than last time, and the two bickering brothers (Caan and Affleck) remain the off-kilter funniest act in the movie (though there's a plot twist about them I guess I'd best not reveal.)

Better than 12, close enough to 11, worth seeing for Pacino amusingly slumming in an Andy Garcia role. (Ellen Barkin looks great and acts tough to start, but is tossed into a sillytown subplot with Matt Damon; she turns into a nymphomaniac idiot by plot device.)

One caveat: at one point, Clooney and Pitt talk about their real-life selves, breaking fictional character. Always a bad move. When movie stars turn their movies into movies about them AS movie stars (see: Burt Reynolds in "Smokey II," and "Cannonball Run"; Arnold Schwarzenegger in "Last Action Hero") , audiences get mad. We came to see the stars play OTHER people, fictional characters They can be stars on "Extra."

Of course, that's what they used to say about Frank and Dean in the Rat Pack movies. So maybe it fits.