Ocean's 13

Like Dean Martin did with Rat Pack capo Frank Sinatra in Ocean's Eleven back in the Pleistocene era (1960), Pitt, 43, damn near holds his own with George Clooney, 46, the current go-to icon for effortless charm. That they both rolled craps in 2004's Ocean's Twelve, the self-satisfied ringer in the series, seems to have taught a hard lesson: Do not overplay the arrogance card. While co-stars Matt Damon, Don Cheadle and Al Pacino, as the scrappy villain of the piece, knock themselves out to add juice to the movie, Pitt, following Clooney's lead, never breaks a sweat. And yet we're grabbed, drawn in by something beyond looks.

Despite the tabloid scrutiny that follows Pitt and Angelina Jolie on their merry rounds of film and baby making, Pitt has become increasingly comfortable in his own skin. His newfound ease becomes him. As Rusty Ryan, chief wingman for Clooney's Danny Ocean, Pitt takes the same light-fingered approach to robbing a casino as he does to stealing a scene. "Are you crying?" Rusty asks, catching Danny sniffling at an Oprah giveaway show on the tube. The setup evokes the kind of banter that Frank and Dean thrived on. But Pitt turns Rusty's amusement into a deeper curiosity. Is he being played, or did he detect a twinge of sincerity in Ocean? Feelings are dangerous in a gambler and a thief. No wonder Rusty's on the lookout.

Still, it's feelings that kick-start Ocean's Thirteen, written with beyond-the-call-of-duty panache by Brian Koppelman and David Levien, renowned in my house for the poker cult classic that is Rounders. The only person who can get Ocean tearier than Oprah is his pal Reuben Tishkoff (Elliott Gould in top form), who has just been royally screwed out of his stake in the Strip's newest hotel-casino, the Bank. In a burst of Trump-like hubris, Pacino's Willy Bank has named the place after himself. To revenge Reuben, the boys -- including the priceless Carl Reiner as Saul Bloom -- decide to take down Willy and his Bank.

The movie is all heist, which Soderbergh carries off in high style. Is the Oscar-winning director of Traffic slumming with this piffle? You bet. But this time he doesn't let it show. His only misstep is the subplot involving Damon trying to seduce Willy's number two (Ellen Barkin). Barkin, reunited with Sea of Love co-star Pacino, is too smart and sexy to be the butt of cheap cougar jokes lobbed by the boys.

Otherwise all is well, especially the sparring between Pitt and Clooney. "Keep the weight off," Rusty teases Ocean, referring to the pounds Clooney packed on for Syriana. "Settle down, have a couple of kids," Ocean winks back in a real-life reference no one could miss. It takes skill and experience to erase the line between actor and character without turning off the audience. We know Clooney can do it. But Pitt is the real surprise. Top performances in Fight Club, Seven, 12 Monkeys and last year's Babel have erased the self-consciousness of his days as a stud muffin. In Ocean's Thirteen, Pitt is not out to prove himself. He's a star, baby, and in the highest praise one gambler can pay another in this class act of a caper movie, he's worthy to shake Sinatra's hand.

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PETER TRAVERS

(Posted: Jun 7, 2007)