"Ocean's Thirteen" has old-school charm and an old-fashioned rating of PG-13. Raunchy, it is not.

	George Clooney and Carl Reiner in "Ocean's Thirteen." Click photo for larger image. 'Ocean's Thirteen' Starring: George Clooney, Brad Pitt, Al Pacino. Director: Steven Soderbergh. Rating: PG-13 for brief sensuality. Web site: http://oceans13.warnerbros.com/ Related coverage 'Ocean's' writers brought gang back to Vegas and basics Post-Gazette Family Film Guide: 'Ocean's Thirteen'

It has George Clooney in a classic tuxedo, looking handsome as ever, although -- or because -- some silver is streaking his hair. References to Frank Sinatra are reverential, and there's a wistful longing for the early days of Vegas, before the Dunes Hotel disappeared from the Strip and spectacle came to town.

"They built them a lot smaller back then," Clooney's Danny Ocean tells pal Rusty Ryan (Brad Pitt). The same could be said of the "Ocean's Eleven" movies, which have turned into a franchise with an expanding list of stars, stunts and set-ups.

The 1960 original, which director Steven Soderbergh once called "more notorious than it is good," featured the Rat Pack pulling a Vegas heist. Sinatra was ringleader Danny Ocean, and his compatriots were played by the likes of Dean Martin, Peter Lawford, Sammy Davis Jr. and Joey Bishop.

In December 2001, a new "Ocean's Eleven" was released, with Clooney, Pitt, Matt Damon, Don Cheadle, Bernie Mac, Shaobo Quin, Carl Reiner, Elliott Gould, Scott Caan, Casey Affleck and Eddie Jemison.

That gave way to a so-so sequel in December 2004 and now, a third installment returning the core crew, moving Andy Garcia to the other side of the gang and gaming table, and introducing Al Pacino and Ellen Barkin. No Julia Roberts or Catherine Zeta-Jones this time around, and you won't even miss them.

As "Ocean's Thirteen" opens, ruthless businessman Willy Bank (Pacino) is muscling old-timer Reuben Tishkoff (Gould) out of his share of a casino and hotel they're building. Reuben is so upset that he collapses with a heart attack and lands in the hospital, which rallies the gang to his side.

Al Pacino stars as Willy Bank in "Ocean's Thirteen." Click photo for larger image.

In the meantime, egotistical Bank is proceeding with plans for what he assumes will be another award-winning, profitable hotel. Assisting him is his right-hand woman, Abigail Sponder (Barkin), who is charged with making sure a soft opening gives way to a spectacularly successful one on July 3.

But neither realizes Danny and company plan to attack Bank on all fronts: from his "whales" (high-rolling customers) to his impregnable artificial-intelligence security system to his coveted five-diamond rating.

"Ocean's Thirteen," once again stylishly directed by Soderbergh, sets up a series of obstacles for the gang which they proceed to hurdle, although you're never sure if everyone will reach the finish line unscathed. They seem to think of everything, from the dice to a drill to the dilation of the pupils of surprise winners.

Along the way, there are cheesy disguises, lots of shorthand (a "Billy Martin" is a second chance), roadblocks, bribes and the discovery of weaknesses and manipulation of same. It's all highly improbable, but it's fun and taps into the universal desire to beat the house with the clink of a single coin into a slot machine.

Pacino, with henna-tinted hair and expensive eyeglasses and suits, is exactly what Bank needs to be: charming, powerful, ruthless and obsessive. Barkin, whose figure won't have Jenny Craig knocking at her door any time soon, hasn't had a role this good in years, and David Paymer is perfect as a schlub caught in the middle of Ocean's plot to hit Bank where it hurts.

The wealth isn't shared equally -- Clooney and Pitt get the most face time, although Damon does all right, too -- but that doesn't matter. There are in-jokes about a certain TV show that moves even hardened crooks to tears and about Pitt's real-life brood of children.

All of the complicated lingo and scheming becomes clear or clear enough in the end, and Sinatra even gets to take another bow with his music. It's not a perfect 21 at the blackjack table, but it's a cool enough caper.