Although it took a while for Hollywood to realize the potential in the first "Ocean's Eleven," which premiered in 1960, now, after a remake and two sequels in the space of a few years, the film looks very like one of those endlessly replicated franchise movies - "Star Wars," "Star Trek," "Rocky," "Halloween," etc. The absence of just the right sort of ensemble to play the characters impersonated by Frank Sinatra, Dean Martin, Sammy Davis, Jr., Peter Lawford, and other members of the Rat Pack probably explains the gap of 40 years between the original and the remake; conversely, the presence of an appropriate company probably explains the relatively rapid appearance of the next two sequels, "Ocean's Twelve" and now "Ocean's Thirteen." The mighty ocean rolls on.

All four movies depend heavily upon a cast of appealing personalities to engage the audience's attention and inspire identification. A big caper flick, after all, demands forgiveness for a colossally dishonest central premise, theft on a grand scale, which means it must make both the act and the actors attractive and sympathetic. Fortunately, the filmmakers discovered a group of handsome, charming, recognizable males of the right age, several of them already established leading men in their own right, to succeed the Rat Pack, backed them with a batch of capable supporting actors, and a successful franchise was born.

This time around the movie's big caper involves larger stakes than its predecessors and thus demands an even more complicated plan. Since the form always concentrates on mechanisms of all kinds, and technology has progressed enormously since Frank Sinatra commanded a bunch of his buddies in the heist of a Las Vegas casino, "Ocean's Thirteen" exhibits an impressive, innovative array of methods of confounding the most sophisticated machinery.

This time around, Danny Ocean (George Clooney) enlists his band of merry men, which includes such regulars as Brad Pitt and Matt Damon, along with many others, in a scheme to break the bank at Bank's, the casino belonging to a flamboyant crook named Willie Bank (Al Pacino). Bank doublecrossed their friend and mentor Reuben Tishkoff (Elliott Gould), robbing him of his rightful share of the casino, and sending him into cardiac arrest, which motivates the gang to transcend mere profit and exact a sweet revenge.

In accordance with the strictures of its genre, the movie shows the careful planning of the intricate project, which essentially involves a series of extraordinary methods of manipulating every game in the casino to pay off at the same time. The goal demands a remarkable catalogue of individual tricks, including such time tested techniques as bribery, deception, and seduction, along with mechanical and electronic devices to confuse the slot machines, foil the automatic card shufflers, magnetize the dice and the roulette balls, and tamper with the computers and television scanners that maintain security. To pile Pelion on Ossa, Ocean and his men also purchase the enormous drill that bored the Chunnel in order to simulate an earthquake under the casino that will enable the various winners to take off with the cash and the gang to abscond with a haul of priceless diamonds.

Naturally the wild and preposterous plan encounters numerous obstacles both mechanical and human, which of course the planners manage to overcome. The script employs a half dozen subplots involving all the members of Ocean's team, ranging from a couple of his people mounting a strike at the Mexican plant that manufactures the casino's dice to Matt Damon seducing Ellen Barkin, Willie Bank's chief aide, by means of a special aphrodisiac. To show all the action, the director uses a variety of his own mechanical devices, including split screens, rapid montage, a kaleidoscope of camera angles, and a lot of old fashioned snappy dialogue right out of the 1930s.

"Ocean's Thirteen" succeeds admirably by supporting the intricate series of cons, scams, and double crosses with the flash and dazzle of its sets and camera work and the glittering presence of its cast. George Clooney and Brad Pitt display an insouciant virility that contrasts starkly and comically with Al Pacino's manic intensity. Nobody takes the whole complicated business seriously and everybody, including the audience, appears to be having great fun.

"Ocean's Thirteen" (PG-13), directed by Steven Soderbergh, is now playing at area theaters.