In 2007, we got the summer of the “three-quel”, with a bunch of third iterations in various series. Most of these came after flicks that were enormous hits.

Four of the six boasted second chapters that earned no less than $224 million (Rush Hour 2), and for three of these flicks, their immediate predecessors took in at least $373 million (Spider-Man 2). Both Shrek 2 and Pirates of the Caribbean: Dead Man’s Chest surpassed the lofty $400 million mark.

So only two of the second chapters fell below the $200 million mark. The Bourne Supremacy made $176 million, a figure significantly below the four flicks mentioned above. However, it should be noted that the sequel’s take represented a substantial increase above the $121 million gross of The Bourne Identity. That formed a pretty good catalyst to lead toward 2007’s The Bourne Ultimatum.

And then there’s Ocean’s Thirteen. The first flick in the series took in a solid $183 million, but when Ocean’s Twelve came out, it scraped up a relatively low $125 million.

Despite that setback, all involved returned for Ocean’s Thirteen, an effort that abandoned the art film pretension of Twelve to re-embrace the slick neo-Rat Pack vibe of the first movie. In this one, greedy Vegas developer Willy Bank (Al Pacino) double-crosses former high-roller Reuben Tishkoff (Elliott Gould). This event upsets Reuben so much that he has a heart attack.

Left in a hospital bed with an iffy prognosis, the doctor tells Reuben’s buddy Danny Ocean (George Clooney) that he might do better if given a reason to live. Danny decides the best way to bolster Reuben’s spirits would be to sabotage Bank’s new casino so that Willy loses oodles of money on opening night. This leads to an incredibly elaborate scheme to break the Bank, a plan that fills most of the film.

Part of the fun from the Ocean’s flicks revolves around their casts. Thirteen loses the female firepower from Twelve, as neither Catherine Zeta-Jones nor Julia Roberts appear here. It’s good to see Ellen Barkin again, but she can’t fill their shoes in terms of star power. She’s very talented of course, but her name over the marquee means much less.

Does this matter once we’re in the door? Yes and no. On one hand, part of the series’ fun comes from the sheer fame of its actors. That dips substantially when Barkin takes the place of Zeta-Jones and/or Roberts. However, I like the way Barkin fills her role. She shows a wonderful light comedic side as Bank’s right-hand chick, and she enlivens the movie.

At least Thirteen brings in Pacino, which is a major step up over the antagonists from the first two. As is his tradition in recent years, Pacino overacts relentlessly, but that’s not an issue here. This over the top style fits the tone of this series, so I can’t complain about the cartoonish nature of his performance.

Actually, I don’t have a whole lot about which I can complain here, other than simply to say that the bloom is off the Ocean’s rose. As I mentioned when I reviewed Twelve, the first flick boasted a certain once-in-a-lifetime magic that became next to impossible to recapture. It felt like a busman’s holiday for the participants, so with the expectations thus generated, the sequels couldn’t seem so loose and fun.

But I’m glad that Thirteen at least embraces the original’s spirit and doesn’t try to overthink our expectations. That was the problem with Twelve. It tried to confound what the audience anticipated – and wanted, for that matter – and encountered some snarls. Maybe the filmmakers felt pleased with this shift in tone, but I don’t think it worked for many members of the audience.

Apparently the filmmakers accepted that since Thirteen so clearly marks a return to the spirit of the original. And it creates a satisfying throwback to that hit, though again, it can’t quite live up to the sheer fun of Eleven. Thirteen does its best, though, and it often succeeds.

To my surprise, Thirteen works better on second viewing. When I saw it theatrically, I enjoyed it, but I didn’t think that highly of it. Granted, I still don’t see it as a great film, but my second time through it allowed me to more fully embrace its charms.

The flick tosses the audience into such an absurdly convoluted and complex scheme that we spend much of the movie simply trying to figure out what the hell’s happening. The rush of the caper keeps us involved, but more than a few confusing moments occur.

When seen a second time, it all falls together much better. We can comprehend the plan more easily, and that allows us to free up brain space to absorb other parts of the flick. Thirteen becomes much more enjoyable when we don’t have to concentrate on the ins and outs of the plot. Instead, with an understanding of those elements, we can simply ride the wave and have fun with the craziness of the whole thing. Sure, it loses the element of surprise, but it compensates with substantially greater intelligibility.

All of this leaves Thirteen as a winning effort. It’s a fun and entertaining piece of fluff.

Ocean’s Thirteen appears in an aspect ratio of approximately 2.35:1 on this Blu-ray Disc. While not a killer transfer, the presentation usually looked fine.

Some of the concerns affected sharpness, as occasional shots came across as a bit soft and ill-defined. Nonetheless, the majority of the film seemed reasonably accurate and concise. No issues with jagged edges or shimmering occurred, and source flaws remained absent.

As with the prior Ocean’s flicks, Thirteen went with a highly stylized palette. For these movies, Soderbergh favored dense colors that bordered on oversaturation. These looked good, as even the heavier tones remained appropriately clear. Blacks tended to be deep and dark, while shadows looked smooth. Some of the softness knocked this down to a “B”, but the image was generally strong.

While not particularly ambitious, the Dolby Digital 5.1 soundtrack of Thirteen seemed consistent and satisfying. The soundfield came to life most vividly during scenes in the inner parts of the hotel. When Yen went into the elevator shaft or Basher dealt with the digging, we got pretty good involvement from all the speakers. Those scenes offered nice life, but others were less engrossing. They still provided decent ambience, though, and showed a good sense of setting.

Audio quality always pleased. Speech was concise and natural, without edginess or other issues. Music seemed bright and dynamic, while effects demonstrated nice range. The smattering of louder scenes featured good impact. Little in the way of impressive material appeared here, but the track was more than acceptable.

How did the Blu-ray compare to the original DVD version? Audio remained identical – literally, as the Blu-ray lacked a lossless option and repeated the same Dolby Digital mix.

Visuals showed the expected improvements, though. The Blu-ray gave us a tighter and more vibrant affair. It’s not a great image but it tops the DVD.

The Thirteen Blu-ray combines extras from the original DVD and some exclusive components. In the latter category, we discover an audio commentary from director Steven Soderbergh and writers Brian Koppelman and David Levien. All three sit together for this running, screen-specific chat about story/character/sequel areas, cast and performances, music and editing, cinematography, sets and locations, and related topics.

With a glib, joking tone, I feared the commentary would be too smug for its own good. However, the snarky interplay among the participants amuses on a consistent basis, and all involved provide a ton of good information about the film. Honestly, everything here works well, as the track delivers a delightful, engaging and informative look at the film. This is one of the best commentaries I’ve heard in a while.

Another next element, we find a documentary entitled Masters of the Heist. It runs 44 minutes, two seconds and provides notes from magician/rip-off artiste Penn Jillette, attorney/fraud expert Robert Townsend, SEC Boston District Office Regional Director David Bergers, gaming expert Bill Zender, MIT blackjack team players Dave Irvine and Mike Aponte, author Elizabeth Easterly, jewelry and gemstone expert Cosmo Altobelli, Isabella Stewart Gardner Museum director Anne Hawley, art collector/thief Myles J. Connor, Jr., attorney Martin K. Leppo, retired FBI special agent/art theft expert Thomas McShane, and Boston Herald reporter Tom Mashberg. “Heist” examines Ponzi Schemes, the MIT blackjack team, jewelry thief Doris Payne, and a notable museum robbery.

The show doesn’t touch on massive schemes ala the ones in the Ocean’s movies, but it give us a fun look at real-world scams. It does so in an involving manner, as it moves at a brisk pace and explains the plans quite well. I like this enjoyable look at various attempts to get rich via potentially unsavory – or illegal – means.

Two featurettes appear. Vegas: An Opulent Illusion runs 22 minutes, 47 second as it includes comments from Las Vegas Adviser.com editor Anthony Curtis, casino architect Paul Steelman, former Golden Nugget owner Tim Poster, Friedmutter Group founder Brad Friedmutter, Palms Casino Resort owner George Maloof, Cosmopolitan Resort and Casino CEO Ian Bruce Eichner and independent casino host Steve Cyr. We learn a little about the history of Las Vegas as well as the development of its architecture, casino design, the life of the “whale”, and the future of the city. Some good notes appear here – especially when the show digs into the psychology of the casino – but it usually feels like a promo reel for Vegas. It’s too much of a goopy love letter.

Jerry Weintraub Walk and Talk fills two minutes, 25 seconds with comments from the film’s producer. He takes us for a quick look at the casino set. It serves a promotional purpose more than anything else, so don’t expect much.

Four Additional Scenes last a total of four minutes, 36 seconds. The first two offer brief extensions to existing scenes that add little. The third shows Roman’s assistance to Livingston, while the fourth lets us glimpse a bit of the plot with Terry. Both telegraph story points unnecessarily, so they were good cuts.

While it doesn’t quite live up to the heights of the original flick in the series, Ocean’s Thirteen surpasses the inconsistent Twelve. It entertains as it reminds us why we liked the first movie. The Blu-ray provides generally positive picture and audio along with some informative bonus materials. Thirteen completes the series in a satisfying manner.

To rate this film, visit the DVD review of OCEAN'S THIRTEEN