Rolling the dice for a third time in "Ocean's Thirteen," Steven Soderbergh and his team beat the odds. Final chapters of trilogies invariably suffer from lameness. This, of course, already transpired in the "Ocean's Twelve," where subplots misfired and the script resorted to all sorts of slight-of-hand trickery.

The new film, which screened Out of Competition at Cannes, returns to Las Vegas and does recapture much of the spirit of the original film. Of course, after six years and two films, a new film can no longer have the bracing freshness of "Ocean's Eleven." Then again, the film doesn't need to waste time explaining everyone's role. We know how these heist-masters operate. Familiarity will also breed solid boxoffice for the film both domestically and internationally as many will want to catch these cool men in cool clothes shaking down Vegas as you only wish you could.

This time, in a clever script by Brian Koppelman & David Levien (who wrote the poker drama "Rounders"), the heist is for friendship. It seems a sleazy hotel and casino operator with the name of Willie Bank, played by Al Pacino, has suckered Ocean's friend and mentor Reuben Tishkoff (Elliott Gould) so badly that he was rushed to ICU with a critical heart condition.

Danny Ocean (George Clooney) gives Willie a second chance to let Reuben back into his fair share of Vegas' newest casino, called the Bank, but Willie laughs it off. Only then does the gang re-assemble. The plan is not to steal a thing. Rather the boys will rig every game so that on opening night everyone but everyone can break the Bank.
Dice, cards and slot machines are traced back to the manufacturer. Payoffs are made and electronic equipment installed. One very amusing touch has the boys making certain that a hotel reviewer (David Paymer), who holds the key to a coveted five-diamond rating, will have a perfectly awful stay.

Then the boys hit a problem. Actually two. To devise an "exit strategy," Danny and Rusty Ryan (Brad Pitt) call in a top take-down expert (played with sly zeal by Eddie Izzard). He discovers the casino operation are protected by "Greco," an artificial intelligence so great and so sensitive it can sense when even one thing is amiss much less all things. He suggests the Ocean's gang fold a losing hand.

The boys brainstorm: What if an "earthquake" knocked out Greco, which would take more than three minutes to reboot? Would that be enough time to break the Bank? Basher (Don Cheadle), the Cockney mechanical whiz, rents the massive drill used to dig the Chunnel connecting England with France. That ought to cause an earthquake!

Then the drill breaks down. To buy, not rent, the other drill, the one that dug from the French side, will set the team back $36 million. Time to re-capitalize.

Linus Caldwell (Matt Damon), always the most put-upon of the team, has a risky idea: Ask Terry Benedict (Andy Garcia), their mark in the first movie and nemesis in the second, to fund the drill. He agrees -- he hates Bank too -- but on one condition: Ocean's team must steal a necklace of diamonds worth $250 million from an impenetrable room on top of the Bank. This will require Linus to seduce Willie's right-hand woman, Abigail Sponder (Ellen Barkin in a wonderfully comic role).

One or two subplots misfire due to lack of time to make them work: Frank (Bernie Mac) convinces Willie to let him operate a dominoes game opening night. (Highly unlikely.) And Virgil and Turk (Casey Affleck and Scott Caan), sent to a Mexican factory to make certain dice for the casino are loaded, wind up organizing a strike by underpaid workers. (Even less likely.)

Things move too fast for anyone to care much are about the misfires. Meanwhile, Clooney and Pitt smoothly MC the many-ring circus that is an Ocean's con game. Damon gets to play two roles, Linus and his sexed-up alter ego, Lenny Pepperridge, a handler for a mega-rich Asian real estate mogul, who undertakes the task of seducing Willie's vulnerable assistant. But Pacino is stuck with a wafer thin role that denies us his usual fire.

Philip Mesina's design of the fictitious hotel, a jazzy score by David Holmes and Louise Frogley's cool costumes keep everyone and everything perfectly in character.