"You're analog players in a digital world."

The line, delivered by Eddie Izzard's character in reference to the suave criminal masterminds played by George Clooney and Brad Pitt. It is a declaration made by screenwriters Brian Koppleman and David Levien that is meant to crystallize the air of mythic cool surrounding Danny Ocean and his gang as a preface the third installment of what like to call "The Franchise That Should Not Be" - Ocean's Thirteen.

I refer to the "Ocean's" films as the franchise that should not be due to the fact that the original Ocean's Eleven was a remake of a Rat Pack film from 1960 that wasn't particularly well received. That is, not until decades later by people in denial over the Disney-fication of Las Vegas and who mourned the loss of brass balls cool in the era of free love. Yet, somehow, director Steven Soderberg brought something fresh to the screen and found cunning cipher's to deliver his message of relaxed new millennium machismo in Clooney and Pitt. His take was an effervescent affair, mostly glossy, but entertainingly written with enough switchbacks to keep audiences engaged.

The cast's affinity for one another showed up on screen - which I think is a large part of what pushed the first film over the fence. Inevitably, a sequel would be made. And while cast and crew took a few hits on the chin for having more fun making the movie than the audience watching it, I still found it a welcome addition.

But it's almost beyond reason that a third film should be made. Each of the actors involved is too popular. Soderberg's credibility as an indie-house darling stretched too thin. Could spending 4 months together on a set really be this much fun? Apparently so.

This time the crew is back to their own stomping grounds in Vegas. They've arrived to turn the screws on a land developer played with slithering tanorexic glee by Al Pacino. He's muscled out his development partner, played by Elliott Gould, sending him into shock. The crew, gathered to his bed side, vow revenge. Instead of stealing huge sums of money or priceless pieces of art, it's the crew's goal to put enough of a sizable dent in Pacino's grand opening that he'll be forced off the board of his own corporation. I know - You haven't heard about a plot this exciting since it turned out Episode I: The Phantom Menace was about the taxation of trade routes.

There are scams being run on this side where the crew is also trying to prevent Pacino from earning another Five Diamond hotel rating while also stealing a set of real diamonds Pacino buys for his wife each time one of his hotels reaches that milestone worth in excess of $250 million.

Like many of the "threequels" this summer, this is where Ocean's Thirteen begins to fall apart. Too many plot points, too many scams, too many characters running around in what appears to be too short of a time frame and too many lingering questions that take you out of the action. Don't even stop to think for a minute how much money it would take to cover all the travel, bribes and equipment Danny and his crew would need to run these scams and CERTAINLY don't question where the crew could have gotten their hands on not one, but TWO of the drilling rigs that carved out The Chunnel. C'mon - it wouldn't be cool...

It's understandable why the filmmakers went this route. To combat the law of diminishing returns, you have to heap on the glamor, heap on the spectacle and heap on the courageousness. Ocean's Thirteen does this spectacularly well. In fact, hats off to the art department on this film who created a fully-functional three story casino within a sound stage on the Warner Bros. lot. It looked perfectly in-step with modern Vegas with it's aggressive use of red twinkling promise. Sets representing the different villas and suites within the hotel looked plush and decadent. The film looks amazing - bar none.

The performances, too, were well done. I still find myself wishing I could roll with the punches as well as Clooney does or wear a suit as sharply as Pitt. However, the boy's club atmosphere is pervasive and the film could have benefited from the balance of a woman's touch. Neither Julia Roberts's or Catherine Zeta Jones's characters make an appearance in the film and their lack of inclusion is treated almost dismissively. Ellen Barkin cuts a dramatic silhouette as Pacino's right hand woman, but her role is quickly reduced to sexpot comic relief when Matt Damon, in character as the translator of a high roller, seduces her in the third act using powerful pheromones.

An alternate point of intrigue could have been explored when Vincent Cassel, the smarmy French cat burglar from the second film is introduced. But he's wasted here, given almost no opportunity for dialogue and acting completely out of character for the sake of tying the two films together.

While Ocean's Thirteen does a better job of tying up some of it's more eliptical plot points than some of the other summer offerings, the final heist comes off feeling somewhat unfulfilling. There never really appears to be any threat of failure either from Pacino catching on, Cassel as the wild card, the authorities or even Andy Garcia's character from the first movie who the crew turns to him for financing when they've run out of cash. More than anything, the biggest threat to the con are small management details. While the unintentional labor dispute Casey Affleck's character instigates after infiltrating a dice manufacturer in Mexico is funny, is the any level of tension in whether or not the crew can reprogram a blackjack card shuffler?

Watching Ocean's Thirteen, I was entertained. But afterwords, it felt strangely hollow - like I had been conned myself. The fact of the matter is without a sufficient villain for Ocean and his team to match wits against, there's not much to admire in their adherence to the old "analog" ways of thievery. Like the actors and producers of the film, Danny's crew has been in the game too long. They know all the angles and there aren't any challenges left.