HAVING dismissed Ocean's 12 as one of the worst movies of 2005, it might now seem perverse to give four stars to its sequel. But Steven Soderbergh is too good a director to make the same mistake twice.

His idea of bringing together George Clooney and his buddies as a 21st century version of the Frank Sinatra 'Rat Pack' proved so lucrative in the 2001 remake of Ocean's 11 that he lazily repeated the formula for Ocean's 12 without providing any reason why we should want to watch them strut their stuff a second time other than that they're who they are.

Quite frankly the prospect of enduring another dose of indulgent nudge-nudge knowingness depressed me, but this is everything that Ocean's 12 wasn't.

There's a heist, of course, that's the core idea of the franchise - it's what the ever-so-suave Danny Ocean, portrayed by George Clooney, does, as much for the thrill as the money. His motive for putting together a gang of likeminded confidence tricksters in Ocean's 11 was to take down a Las Vegas casino owner Terry Benedict (Andy Garcia) who had stolen his wife. He brought the gang together again in Ocean's 12 for a heist to get them out of the trouble they got themselves into in the first film, a pretty limp excuse for more of the same that no amount of over-elaborate subplots could cover up.

The beauty of this film is that the heist is almost an afterthought. The numerically-inflated Three Musketeers sense of onefor-all-and-all-for-one friendship that unites the gang is put to the test when Danny's mentor Reuben Tishkoff (Elliott Gould) is doublecrossed and put in hospital with a heart-attack by Willy Bank (Al Pacino), a ruthless casino-cumhotel owner he thought was his partner. Their plot is to bankrupt Bank by rigging his tables and slot machines on a gala opening night so all the patrons win, breaking the Bank so to speak.

Somewhat reminiscent of The Sting, the fun is in the cunning detail with which the scam is set up. Unlike 11, or even 12, this time you really care about the characters, and Al Pacino makes sure that the ultra-vain Bank - all his silverware is gold - is someone you really want to see taken down.

A clever script by Brian Koppelman and David Levien - the duo responsible for the poker drama Rounders - provides lots of neat supporting gags, notably David Paymer as a hotel reviewer whose stay is turned into a nightmare to ensure that he denies Bank a precious five-star diamond rating, and Casey Affleck and Scott Caan, who are sent to a Mexican factory to ensure that the dice for the casino are loaded but put the plan in peril by organising a strike by the underpaid workers, urging "Have you all forgotten Zapata?"

Ocean's 13 works because this time there's engaging substance to the trademark charm and knowing banter of ultra-cool male stars acting cool and being themselves. "You should settle down, " Clooney tells Pitt. "Have a couple of kids." Smartly scripted and seductively shot by Soderbergh, whose cameras revel in the visual garishness of Las Vegas, Ocean's 13 makes you almost wish for a 14.