"Ocean's Thirteen" (Warner Bros.), the third film in the stylish caper franchise, pays tribute to its roots in the "Rat Pack" Las Vegas milieu of Frank Sinatra's original 1960 "Ocean's Eleven." So, too, this second sequel to the George Clooney version of the same title recoups a sizeable amount of the entertainment value generated in that film, and squandered in its convoluted successor.

After their European sojourn in "Ocean's Twelve," Danny Ocean (Clooney) and his gang of thieves and con artists -- Rusty Ryan (Brad Pitt), Linus Caldwell (Matt Damon), Basher Tarr (Don Cheadle), Frank Catton (Bernie Mac), Saul Bloom (Carl Reiner), Turk Malloy (Scott Caan) among them -- are back in the gambling mecca. Their new mark is casino mogul Willy Bank (Al Pacino), who fleeces their cohort Reuben Tishkoff (Elliott Gould) in a deal to build a luxury hotel. Reuben falls critically ill as a result, and the gang undertakes the job motivated by loyalty to their buddy.

Director Steven Soderbergh throws down multiple bets, choosing not to back any one character or story line, and rendering the buildup more exciting than the payoff. Watching is easy, however, thanks to his use of bright colors, mod music and split-screen techniques.

Danny offers the egotistical Bank a chance to make things right with Reuben before sabotaging the grand opening of the latter's hotel, called (what else?) The Bank. There are snags in the elaborate operation, however. For example, to create a seismic disturbance, they must import the $36 million machine used to dig the Chunnel between England and France. And the FBI and their old nemesis Terry Benedict (Andy Garcia) get involved. Still, pulling off such a complicated heist proves a snap. Trumping improbability is, of course, a major source of the fun in a movie of this kind.

Some viewers may be disappointed by the absence of Julia Roberts and Catherine Zeta-Jones this time around, and it's Ellen Barkin, who here takes up the slack as Bank's aide.

An interesting tangent concerns labor conditions at a Mexican plastics factory. Virgil (Casey Affleck) goes there to fix dice but first feels compelled to organize the poorly paid workers, who go on strike. While used for comic effect, this aside also underscores a philanthropic spirit discernible in the movie. Not only are Danny and company fiercely loyal and generally kind, they insist on donating a big chunk of the ill-gotten goods to charity and Robin Hood-like, are always keen to spread the wealth.

As before, "Ocean's Thirteen" features very little violence, a plus. The most objectionable aspect is the ongoing glamorizing of gambling and criminal activity. Although their methods pale in comparison to the avaricious businessmen they target, the Ocean's pack unfortunately resorts to exploiting human weakness to accomplish their questionable aims.

Given that money and corruption have always driven this milieu, the movie's explicit nostalgia for the old Vegas, in which (according to the film) shaking Sinatra's hand was the ultimate badge of honor, doesn't count for much. From a moral standpoint, certainly, there's not much difference between the old and the new Vegas.

The film contains some glorification of crime, crude language and profanity, sexual innuendo, and one extended if nongraphic scene of sensuality. The USCCB Office for Film & Broadcasting classification is A-III -- adults. The Motion Picture Association of America rating is PG-13 -- parents strongly cautioned. Some material may be inappropriate for children under 13.

The classifications are as follows:

• A-I -- general patronage;
• A-II -- adults and adolescents;
• A-III -- adults;
• A-IV**
• L -- limited adult audience, films whose problematic content many adults would find troubling. L replaces the previous classification, A-IV.
• O -- morally offensive.