Dir: Steven Soderbergh
With: Brad Pitt, George Clooney,
Matt Damon, Al Pacino,
Ellen Barkin

Funny how the memory plays tricks. Think of the original Ocean's Eleven with Sinatra as Danny Ocean, the role now occupied by George Clooney, and the mind recalls sharp suits and effortless style.

Yet as a recent look again at the film showed, it wasn't all wall-to-wall class. When ol' Blue Eyes first appears in the 1960 picture he's wearing a revolting, bright orange, mohair jumper. He looks like toasted cheese on legs.

That's not the point, though. In a caper movie it's not minor details that matter but the vibe as a whole.

Steven Soderbergh's film, his third in the Oceans series, needs to be viewed in the same forgiving way. It's a little flabby, smug, and it doesn't have the same magic as the 2001 film, yet it's still smart, sexy, drop dead glamorous and a vast improvement on Ocean's Twelve.

This is probably as much fun as 11 men can have with their Armani suits on, and we get to drop in on the party.

Speaking of Sinatra, St Francis of the Rat Pack is invoked early on in Thirteen in a conversation between Las Vegas hotel mogul Willie Bank (Al Pacino) and his new business partner, Reuben Tishkoff (Elliott Gould).

At the last minute Bank is reneging on the deal, leaving old school Reuben shocked to his moral core. "There's a code among people who shook Sinatra's hand," says Reuben. To this Bank replies: "Screw Sinatra's hand."

As we see Bank walk away and glimpse Gould falling to the ground with a heart attack, we know one thing for certain. Bank is going down. For disrespecting The Chairman of the Board, for making Reuben sick, for wearing too much fake tan on his face, it doesn't matter - Bank/Pacino is going down. And it's going to be fun watching him fall.

Revenge, the dish best served in the movies. Danny (George Clooney) and his gang, now rich enough to travel in private jets, have their motivation for one last big job. From this point everyone goes through the now familiar motions of an Ocean's movie, the most important of which is the meeting at which someone says this caper simply can't be done.

In Thirteen this happens countless times, but it's OK. By now it's one of the in-jokes and the audience, unlike in the lethally self-indulgent Ocean's Twelve, is in on it.

Soderbergh is so sure the audience is on his side that he can afford to relax and have fun, with the visuals, the verbals, anything he likes. Even Clooney and Brad Pitt.

One of the fresh faces this time around is Eddie Izzard. In an inspired piece of casting, he plays a new type of villain - one who works with a laptop rather than dynamite. As he tries to explain a computerised security system to Clooney and Pitt it's clear they've become yesterday's men. Izzard praises them as the Morecambe and Wise of the thieving world, but reminds them that even Eric and Ernie went off the boil.

Any other director would run a mile from a line that will probably have half the world's non-British population scratching their heads and muttering "Eric and Ernie Who?" Soderbergh is fine with it. You're either in this uber-cool gang, or you want to be. It's the vibe, remember.

So you'll have to excuse the lines that aren't as funny as they must have seemed on the page, the plot that's more complicated than it needed to be, and the odd moments when it feels like George and pals are having a much better time than us. Soderbergh does his best to keep the audience entertained, and his best can be very good indeed.

Every scene featuring Clooney, Pitt and Matt Damon looks like a spread from Men's Vogue. If the eye candy is not to your taste, enjoy the ridiculously convoluted - but sounds ace - dialogue, tune into David Holmes's score, or bask in Pacino putting in a restrained performance.

Ellen Barkin, the other new face, doesn't have as fair a shake in the action as Pacino and Izzard. Playing Pacino's personal assistant, she's a doormat figure. Not a good look on any woman, and it gets worse when when one of the gang tries to seduce her. In another instance of good intentions gone agley the tone is slightly off.

Soderbergh has said this Ocean will be his last. That's almost become an in-joke of its own where franchises are concerned, but I believe him. There's a pleasing sense here of guys sitting at a bar at 4am, having one last drink to each and the good times. Following a sublimely choreographed final sequence the film even bows out with a Sinatra song. Now there's a cool cue to switch on the lights and go home.