I suppose it is possible to enjoy Ocean’s Thirteen without having seen the previous films. With references to characters from the previous versions, as well as appearances by a couple of the cast members from Ocean’s Twelve, seeing the earlier films makes the third film more meaningful. Director Steven Soderbergh goes full circle with Ocean’s Thirteen. The film not only brings his trilogy to completion, but also makes reference in a couple of ways to the original Rat Pack vehicle.

The story is initiated following a double-cross of Elliot Gould’s Rueben Tishkoff by casino owner Willy Bank (Al Pacino). Tishkoff is certain of Bank’s integrity based on their both having shook the hand of Frank Sinatra. Instead of a heist of Bank’s casino hotel on the day of its grand opening, Ocean and company create several ways to break the Bank as it were. One thing Clooney, Soderbergh and the gang could not duplicate is the gleefully indifferent attitute of Frankie, Dino and most of the participants from the 1960 film. If Soderbergh’s Ocean’s Eleven was a bit too professional, Ocean’s Twelve was a bit too loose. Ocean’s Thirteen finds the right balance between detailing the mechanics and the filming the offhanded moments between the actors.

The best moments of the film have nothing to do with the operation. One such scene is of Clooney and Pitt having a conversation made up of the kind of sentence fragments exchanged between people who’ve known each other for years. During this scene they stop in front of one of the newer theme hotels and remark how the original landmark hotels have disappeared. Especially for those people in any way familiar with that older Las Vegas, the dialogue also recalls the Las Vegas of Frank Sinatra and the original Ocean’s Eleven.

A further self-referential moment comes when Sinatra’s song “This Town” is played during a fireworks display. The song and Sinatra again recall the original film, as well as making a comment about Las Vegas. The fireworks could well be a visual coda for Soderbergh and Clooney’s artistic collaboration. One of the nicest moments from their first film, Out of Sight, featured fireworks outside the window as Clooney was charming Jennifer Lopez over dinner.

Other filmic references pop up, such as with Vegas muzak including the themes from Dr. Zhivago and A Man and a Woman. Casting Pacino with Ellen Barkin seems like a casual tribute to Sea of Love, the film they starred in almost twenty years ago. Just like the original film which was peppered with little “in jokes”, the new film has similar references such as when Clooney advises Pitt to have a couple of kids.

It is the casual moments that reveal the true heart of Ocean’s Thirteen. The film is ultimately a pop culture artifact about pop culture.

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