Back in 2001, Ocean’s Eleven took in a solid $450 million worldwide. However, when 2004’s Ocean’s Twelve came out, it fared less well and made $362 million overall.

Despite that modest financial setback, all involved returned for 2007’s Ocean’s Thirteen, an effort that abandoned the art film pretension of Twelve to re-embrace the slick neo-Rat Pack vibe of the first movie.

In this one, greedy Vegas developer Willy Bank (Al Pacino) double-crosses former high-roller Reuben Tishkoff (Elliott Gould). This event upsets Reuben so much that he has a heart attack.

Left in a hospital bed with an iffy prognosis, the doctor tells Danny Ocean (George Clooney) that Reuben might do better if given a reason to live. Danny decides the best way to bolster Reuben’s spirits would be to sabotage Bank’s new casino so that Willy loses oodles of money on opening night.

This leads to an incredibly elaborate scheme to break the Bank. This plan fills most of the film and comes with the inevitable risks and snarls.

Part of the fun from the Ocean’s flicks revolves around their casts. Thirteen loses the female firepower from Twelve, as neither Catherine Zeta-Jones nor Julia Roberts appear here.

It’s good to see Ellen Barkin again as Bank’s second-in-command, but she can’t fill the shoes of Roberts or Zeta-Jones in terms of star power. She’s very talented of course, but her name over the marquee means much less.

Does this matter once we’re in the door? Yes and no.

On one hand, part of the series’ fun comes from the sheer fame of its actors. That dips substantially when Barkin takes the place of Zeta-Jones and/or Roberts.

However, I like the way Barkin fills her role. She shows a wonderful light comedic side and she enlivens the movie.

At least Thirteen brings in Pacino, which is a major step up over the antagonists from the first two. As is his tradition in recent years, Pacino overacts relentlessly, but that’s not an issue here.

This over the top style fits the tone of this series. As such, I can’t complain about the cartoonish nature of his performance.

Actually, I don’t have a whole lot about which I can complain here, other than simply to say that the bloom is off the Ocean’s rose. As I mentioned when I reviewed Twelve, the first flick boasted a certain once-in-a-lifetime magic that became next to impossible to recapture.

It felt like a busman’s holiday for the participants. With the expectations thus generated, the sequels couldn’t seem so loose and fun.

But I’m glad that Thirteen at least embraces the original’s spirit and doesn’t try to overthink our expectations. That was the problem with Twelve.

It tried to confound what the audience anticipated – and wanted, for that matter – and encountered some snarls. Maybe the filmmakers felt pleased with this shift in tone, but I don’t think it worked for many members of the audience – even though I admit I warmed up to Twelve a lot after initial disappointment.

Apparently the filmmakers accepted that since Thirteen so clearly marks a return to the spirit of the original. And it creates a satisfying throwback to that hit, though again, it can’t quite live up to the sheer fun of Eleven. Thirteen does its best, though, and it often succeeds.

To my surprise, Thirteen works better on additional viewings. When I saw it theatrically, I enjoyed it, but I didn’t think that highly of it.

Granted, I still don’t see it as a great film. Nonetheless, my subsequent times through it allowed me to more fully embrace its charms.

The flick tosses the audience into such an absurdly convoluted and complex scheme that we spend much of our initial screening simply trying to figure out what the heck’s happening. The rush of the caper keeps us involved, but more than a few confusing moments occur.

When seen again, it all falls together much better. We can comprehend the plan more easily, and that allows us to free up brain space to absorb other parts of the flick.

Thirteen becomes much more enjoyable when we don’t have to concentrate on the ins and outs of the plot. Instead, with an understanding of those elements, we can simply ride the wave and have fun with the craziness of the whole thing. Sure, it loses the element of surprise, but it compensates with substantially greater intelligibility.

All of this leaves Thirteen as a winning effort. It’s a fun and entertaining piece of fluff.

Ocean’s Thirteen appears in an aspect ratio of approximately 2.39:1 on this 4K UHD Disc. Though the weakest of the three Soderbergh Ocean’s presentations, this one still usually held up well.

Some of the concerns affected sharpness, as occasional shots came across as a bit soft and ill-defined. Nonetheless, the majority of the film seemed reasonably accurate and concise.

No issues with jagged edges or shimmering occurred, and source flaws remained absent. I did see a handful of light edge haloes, and it appeared that some grain reduction occurred, as occasional shots appeared somewhat smoothed-out.

As with the prior Ocean’s flicks, Thirteen went with a highly stylized palette that emphasized reds and oranges. Actually, this one took these over-the-top colors to an even higher level.

While the hues could become cartoonishly aggressive, this came from Soderbergh’s choices, so the 4K represented them as intended. HDR added emphasis and boldness to the tones.

Blacks tended to be deep and dark, while shadows looked smooth. Whites and contrast received a boost from HDR as well. Despite some inconsistencies, this nonetheless remained a largely appealing presentation.

While not particularly ambitious, the DTS-HD MA 5.1 soundtrack of Thirteen seemed consistent and satisfying. The soundfield came to life most vividly during scenes in the inner parts of the hotel.

When Yen went into the elevator shaft or Basher dealt with the digging, we got pretty good involvement from all the speakers. Those scenes offered nice life.

However, others became less engrossing. They still provided decent ambience, though, and showed a good sense of setting.

Audio quality always pleased. Speech was concise and natural, without edginess or other issues.

Music seemed bright and dynamic, while effects demonstrated nice range. The smattering of louder scenes featured good impact. Little in the way of impressive material appeared here, but the track was more than acceptable.

How did the 4K UHD compare to the original Blu-ray version? The 4K’s lossless audio offered better range than the lossy mix on the BD, though both came with similar soundscapes.

The 4K’s visuals appeared better defined and more vivid. Even with the image’s minor concerns, it still looked better than the BD.

As we head to extras, we discover an audio commentary from director Steven Soderbergh and writers Brian Koppelman and David Levien. All three sit together for this running, screen-specific chat about story/character/sequel areas, cast and performances, music and editing, cinematography, sets and locations, and related topics.

With a glib, joking tone, I feared the commentary would feel too smug for its own good. However, the snarky interplay among the participants amuses on a consistent basis, and all involved provide a ton of good information about the film.

Honestly, everything here works well, as the track delivers a delightful, engaging and informative look at the flick. This is one of the best commentaries I’ve heard in a while.

Next we find a documentary entitled Masters of the Heist. It runs 44 minutes, two seconds and provides notes from magician/rip-off artiste Penn Jillette, attorney/fraud expert Robert Townsend, SEC Boston District Office Regional Director David Bergers, gaming expert Bill Zender, MIT blackjack team players Dave Irvine and Mike Aponte, author Elizabeth Easterly, jewelry and gemstone expert Cosmo Altobelli, Isabella Stewart Gardner Museum director Anne Hawley, art collector/thief Myles J. Connor, Jr., attorney Martin K. Leppo, retired FBI special agent/art theft expert Thomas McShane, and Boston Herald reporter Tom Mashberg.

“Heist” examines Ponzi Schemes, the MIT blackjack team, jewelry thief Doris Payne, and a notable museum robbery. The show doesn’t touch on massive schemes ala the ones in the Ocean’s movies, but it give us a fun look at real-world scams.

It does so in an involving manner, as it moves at a brisk pace and explains the plans quite well. I like this enjoyable look at various attempts to get rich via potentially unsavory – or illegal – means.

Jerry Weintraub Walk and Talk fills two minutes, 26 seconds with comments from the film’s producer. He takes us for a quick look at the casino set. It serves a promotional purpose more than anything else, so don’t expect much.

The 29-minute, 44-second Third’s a Charm examines Ocean’s Thirteen. It brings remarks from Soderbergh, Koppelman, Levien, Weintraub, editor Stephen Mirrione, production designer Philip Messina, and actors George Clooney, Carl Reiner, Matt Damon, Andy Garcia, Casey Affleck, Bernie Mac, Eddie Jemison, Scott Caan, Elliott Gould, Brad Pitt, Ellen Barkin, David Paymer and Al Pacino.

“Charm” gets into basics about the second sequel’s development and production. It becomes a semi-fluffy but reasonably engaging featurette, though I like that we get a nice look at the design and creation of the main casino set.

After this, we find Ahab with a Piggyback, a nine-minute, one-second piece that features Soderbergh, Clooney, Damon, Messina, Cheadle, Jemison, Koppelman, Levien, special effects coordinator Kevin Hannigan, and Popular Science editor-in-chief Jake Ward.

In this show, we learn about some of the science behind the heists as well as the effects used to pull them off onscreen. This one mixes fluff with good content.

Four Deleted Scenes last a total of four minutes, 35 seconds. The first two offer brief extensions to existing scenes that add little.

The third shows Roman’s assistance to Livingston, while the fourth lets us glimpse a bit of the plot with Terry. Both telegraph story points unnecessarily, so they were good cuts.

The 4K loses one extra from the Blu-ray: a featurette called “Vegas: An Opulent Illusion”. Though it included some decent info, it mostly offered a promo piece, so its absence doesn’t become a terrible drawback.

While it doesn’t quite live up to the heights of the original flick in the series, Ocean’s Thirteen surpasses the inconsistent Twelve. It entertains as it reminds us why we liked the first movie. The 4K UHD provides generally positive picture and audio along with some informative bonus materials. Thirteen completes the series in a satisfying manner.

Note that Ocean’s Thirteen can either be purchased solo via a steelbook package or as part of a three-disc “Ocean’s Trilogy” set that also includes 2001’s Ocean’s Eleven and 2004’s Ocean’s Twelve. The latter lacks the fancy steelbook cases but it comes at a much cheaper price.

Each steelbook lists for about $40, whereas the three-movie set retails for around $60. If you love steelbooks, then go that route, but otherwise the “Trilogy” becomes the way to go, as it allows viewers to own all the flicks for half the cost of the three individual releases.

To rate this film, visit the DVD review of OCEAN'S THIRTEEN