OCEAN'S THIRTEEN — ** 1/2 — George Clooney, Brad Pitt, Matt Damon; rated PG-13 (profanity, vulgarity, violence, brief drugs, nude art, slurs, brief sex)

In terms of story at least, "Ocean's Thirteen" is a considerable improvement over its predecessor, the plot-thin 2004 sequel "Ocean's Twelve."

That film was basically a series of celebrity cameos, with some sketchy story elements thrown in to break up the resulting tedium. At least this "three-quel" successfully attempts to string together a narrative thread.

Still, despite a few diverting and modestly amusing moments, "Thirteen" doesn't match the 2001 comic-caper remake "Ocean's Eleven." And the whole hipper, cooler, more clever formula is starting to wear thin.

This time, Danny Ocean (George Clooney) and his criminal cohorts are trying to rip off a new Las Vegas casino owned by ruthless entrepreneur Willie Bank (Al Pacino). As it turns out, Willie double-crossed his business partner, their pal Reuben Tishkoff (Elliott Gould). In fact, Reuben has suffered a heart attack and may not survive.

So Danny, Rusty Ryan (Brad Pitt), Linus Caldwell (Matt Damon) and the others must find a way to swindle millions and humiliate Willie in the most spectacular way possible.

Director Steven Soderbergh and a pair of credited screenwriters certainly take their time getting to the good stuff. The film is basically a 90-minute build-up to a 30-minute climax. Although it should be said that the finale nearly makes it worth it.

They also try to find space for the ever-expanding cast. Andy Garcia and Vincent Cassel return as bad guys, and Ellen Barkin plays Willie's right-hand woman. Unfortunately, that leaves Pitt and Clooney with less screen time than you might expect. (Their characters' spouses, played in the earlier films by Julia Roberts and Catherine Zeta-Jones, don't show up at all.)

However, Damon and Cheadle get more time than they did in the second film, as do Casey Affleck and Scott Caan as the bickering brothers.

As for Pacino, he's played this kind of role too many times now. His performance suggests he's on auto-pilot.

"Ocean's Thirteen" is rated PG-13 for some strong profanity and suggestive language (innuendo and slang), some brief scenes of violence (rioting and some explosive mayhem), brief drug content (prescription medicines), nude statues and artwork (as well as some brief, partial male nudity), a racial slur, and brief sexual contact. Running time: 122 minutes.

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