"You're analog players in a digital world," one character tells Danny Ocean and Rusty Ryan in Ocean's Thirteen. And he's right: In their planning of yet another heist, Ocean (George Clooney) and Rusty (Brad Pitt) are relying on their same old tricks, figuring they'll outwit their marks with cleverness and elbow grease. In knocking over Willie Bank's newest, shiniest Vegas casino, cleverness and elbow grease might not be the necessary tricks. But still: Despite going up against supercomputers and even greater odds than in Eleven and Twelve, here, in the probably superfluous Thirteen, Ocean's crew finds themselves resorting to their analog schemes.

If nothing else, director Steven Soderbergh's Ocean's films have been throwbacks, tributes to a different era in cinema. It's not like we've had a shortage of those of late, but while Quentin Tarantino and Robert Rodriguez selected a painfully obscure genre to glorify in their Grindhouse, Soderbergh picked a mega-popular one, harkening back to 1960's original Ocean's Eleven, which brought together Frank Sinatra, Dean Martin, and Sammy Davis Jr. Just as 1960's Ocean's Eleven succeeded by giving audiences a roll call of that era's biggest stars, Soderbergh's reprisal of the formula—bringing together Clooney, Pitt, Matt Damon, and a slew of other A-listers—made his 2001 retread just as appealing. 47 years, a remake, and two sequels later, the formula still works.

Good thing, since Soderbergh's not messing with it. "This town might have changed," the remorseless Willie Bank (Al Pacino) boasts, "but I haven't." Sure, Vegas now proves almost distressingly family friendly, but Soderbergh's kicking things back to the old days, when the Rat Pack swaggered through a morass of mobs and corruption, being charming and good-looking and clever all the while. Which is pretty much what Clooney, Pitt, and Damon do now. There might be a political jab here (Soderbergh and Clooney aren't going to shake their Traffic/Syriana/Good Night, and Good Luck habits that easily) and a wry twist there (it's hard to imagine any Rat Pack member donning a fake nose, as Damon's happy to do here), but don't be fooled: This is still a movie about charming, good-looking men doing clever things.

The excuse for Thirteen's heist: One of Ocean's gang, Reuben Tishkoff (Elliott Gould) has been thoroughly screwed over by Bank; bringing down Bank's new casino is an act of joyous revenge. That's a skeleton of a story, yeah, but it's enough: Screenwriters Brian Koppelman and David Levien provide just enough framework to keep things brisk, while Soderbergh makes certain that the screen is filled with vibrant, candy-colored spectacle, and that the speakers get a workout from Clooney's sharp quips and David Holmes' smooth soundtrack. (The only member of the Ocean's crew who's noticeably missing this time around is Julia Roberts, but a few additions—Ellen Barkin, Eddie Izzard, that Super Dave stuntman guy—make her absence pretty irrelevant. Plus, weirdly enough: Oprah!)

So while some of Ocean's gang sneak about in fake mustaches and/or tunnel underneath Vegas, Saul Bloom (the excellent Carl Reiner) masquerades as resort connoisseur, and Frank Catton (Bernie Mac) concocts a scheme about dominoes being the next big casino game. For the first time in the series, every member of the cast has a legit purpose (unlike in Eleven), and the fact that this entry never feels desperate to cram in too many characters (as Twelve did) makes Thirteen the best so far. Sure, by the time it's all over, there's not much left to chew on, but there is, at least, a welcome realization: When great filmmakers stumble onto good formulas, it's surprising how fresh it can feel.