Believe it or not, Ocean's Thirteen actually out-Grindhouses Grindhouse. Not in violence or cursing or explosives per se, (it does have a PG-13 rating), but in hearkening back to the good ol' days when movies were fun, dagnabit, Clooney and co. have Tarantino beat. Of course, that's not necessarily a bad thing. Thirteen is the most kinetic and most fun of the Ocean series, and there are far worse ways you could spend two hours this weekend.

Like Grindhouse, Thirteen relies on pure style. However, the style of Danny Ocean is very different than Ray Liotta in his Death Proof car.

It's impossible to miss the influence the Rat Pack Mystique still (thankfully) holds over director Steven Soderbergh, Clooney, Brad Pitt, Matt Damon, Eddie Izzard, Elliot Gould, and everyone in this ensemble piece.

For chrissakes, one of the things that gets the revenge plot of the movie in motion is a breaking of the Code of Guys Who Shook Sinatra's Hand (and action to which bad guy Al Pacino replies, "Screw Sinatra's hand." A phrase like that in this movie causes serious heart trouble.)

The plot is that Al Pacino screws over Elliot Gould in the building of a new gorgeous (and tragically fictional) Vegas casino/hotel, The Bank. That action, as well as the "Screw Sinatra" line, send Gould to the hospital, and Danny and the gang into a revenge plot against Pacino by rigging every game on the new casino floor. This leads to twists and turns which involve both Mexican labor relations and the drill that made the English Channel.

However, it should only make sense that, in a movie with so much cockwalking that Ellen Barkin steals the movie as Pacino's assistant who becomes suddenly attracted to Matt Damon. Whereas all the dudes seem to be having fun playing ultra-cool thieves, Barkin, whose cleavage should get an IMDb listing,seems to get her kicks just by being goofy. She's a lot better in the "only girl in the movie" role than Juila Roberts was.

Besides Pacino's Willie Bank, you don't get to know any of the characters by name. There are far too many of them, plus with this type of celebrity it's just easier to say, "Oh, now Brad Pitt is talking to Matt Damon." But that doesn't keep the characters from being engaging. Each one brings something to table, save Jon Lovitz's underused suffering hotel rater. But with such a large cast and this complex a scheme, having only one plot line not work is quite a feat.

This movie is everything people like to think of when thinking of old-school Vegas (and Los Angeles, for that matter)- effortless style, slight adventure, and classic cool. Even if they never really existed to the extent of Danny Ocean, it doesn't matter. As Grindhouse did, Ocean's Thirteen plays on our collective memory for a helluva good time.