The film opens with a layered, self-referencing, almost-nonsensical plot about a major heist, a seemingly impossible casino boost in Las Vegas. It's a contrived, bizarrely complicated sequence of events being billed as the coming attraction, and -- if you attempt to keep up with Danny Ocean and his cohorts -- you'd better take notes.

My advice to you: Don't even try. Cause Steven Soderbergh's Ocean's Thirteen isn't about a heist. It isn't about a robbery, a caper, a motive or even an A-list gang of friends. It's about Sinatra.

In this film, Frank Sinatra stands for Las Vegas honour. Consider it a jazzy, expensively tailored omerta: Those who shook Sinatra's hand ought to know better. Better than? Ha. If you need to ask, you're out. It's just that sort of movie, one that luxuriates in its self-perceived Frankness (if you will, both as jazz supremo and gangster) -- where Duke Ellington and Claude Debussy flow wetly over the soundtrack, where everyone's superbly dressed and both wit and martinis come dry, where it's all one gigantic string of in-jokes, soaked in a bottle of Jack Daniels.

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It's loopy and daft but intoxicating and clever, and if you enjoyed Ocean's Twelve, this one's better. It's a great-looking lark. If, on the other hand, the unbelievable smugness of the second film -- with Julia Roberts [Images] playing a character trying to impersonate Julia Roberts -- bothered you too much, you'd probably do well to steer clear.

This time around, as Rusty Ryan (Brad Pitt [Images]) listens to Danny Ocean (George Clooney [Images]), we -- and Linus (Matt Damon [Images]) discover that the women (Julia, Catherine Zeta Jones [Images]) are missing, but mostly everything else remains the same. The motive is a wee bit schmaltzier, with Reuben (Elliot Gould, the cast's warmest player through the series) sent into a coma by a big bad casino boss who swindled him outta everything. And so our gang is gunning, classically, for revenge.

Willie Bank, they call him. Al Pacino, sporting hideous hair and looking distinctly short, plays an unambiguous villain here, and does -- even if largely through his now patented hamming and some bristly lines -- succeed perfectly in bringing out your loathing. His Willie is drawn decidedly unfairly, a crass character obviously lacking in front of silken Danny and his crew of ice-cubes. But that's the point, no room for sketchiness here. Not with all that style oozing out of the film.

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Ah, and it all looks glorious. Old-school dollies; audacious split-screens deciding to replicate themselves; extreme close-ups; sudden blurs and a distinct, funky 70s hangover: characters leave a room and the camera pans thuddingly toward the room number. Things are pointed to, emphasised, re-emphasised, and inexplicably revolved. Cause it's all about effect, baby. And boy, it works.

At first, it almost begins to sound plausible, the magnificently elaborate house of cards heist constructed by Ocean and his gang, well assisted by the eyebrow-arching Roman Nagel (an ever-condescending Eddie Izzard). Cloaked in some jargon, the con seems to be on the level but the pattern is established early on -- 'can't be done; impossible; can't be done; hey, how about this?' Ocean's team leads a pretty charmed life, and everything falls neatly into place for them, mostly by coincidence. But you must be used to that by now, yes?

Clooney finds just the right edge between unflappability and uncharacteristic vulnerability; Pitt gets to wear the finest clothes, be cool and -- again -- eat a lot; Pacino is cleverly cast; Ellen Barkin is just plain embarrassing, getting quite the raw deal; Gould is a treat; Izzard, Carl Reiner and Casey Affleck are standouts in the fine cast; and Andy Garcia steps on the accelerator better than any of the others, giving the film the gas.

Self-indulgent? Sure. Silly? Definitely. Overdone? Distinctly.

Ocean's Thirteen is as guilty as pleasures come. And a barrelful of fun. As Don Cheadle's Basher Tarr says, 'It's not about doing the same gag twice, it's about doing the new gag.' Cue a massive rubber nose referred to a 'Brody,' a clear jab at the Oscar-winning Adrian.

Laugh this up, ladies and gents. Rattle your jewelry, if you must. But this is a blast, despite all demerits. It's also a fabulous phenomenon, a group of major stars (Soderbergh, Clooney, Pitt) making a silly blockbuster to ensure they can continue to finance their own decidedly less-flaky endeavours. Applause, for sure.

The biggest star of the lot? If one had to choose, gun to head? Oprah. Trust me.

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