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Movie Review

Reuben Tishkoff, a former mover and shaker in Danny Ocean's 11-member neo-rat pack, is feeling old and washed up. So, against the advice of his close friends, he reaches for a new gold ring and sinks his last bit of wealth into a Las Vegas casino deal with Trump-esque, known double-crosser Willie Bank. The casino bigwig gladly accepts everything Reuben has to give, cheats him out of any ownership and leaves him crumpled on the floor with a heart attack.

When Danny and the boys hear about it, they gather together at Reuben's bedside where they decide to reason with Bank and seek a fair share for their friend. The cutthroat millionaire laughs in their faces and sneers, "He's made the right choice, roll over and die." Reuben's chums reach a mutual conclusion—as Bugs Bunny would say, "Dis means war!"

Ocean's new team of 13 pool their cash, cachet and talent, and plot to bring Bank down on two fronts. First, they'll take his money. Second, they'll crush his pride. To do that, they'll need to make sure his new gazillion-dollar hotel/casino doesn't earn the coveted Five Diamond Award (unlikely), devise a way for gamblers to walk away with hundreds of millions in winnings (improbable), and circumvent Bank and his state-of-the-art security system so that everyone gets away scot-free (impossible). And it all has to happen in one night.

Positive Elements

Danny and Rusty's close friendship is evident. Danny and his crew are acting out of selfless loyalty and friendship while steadfastly trying to help their pal. (Their actions, however, center around revenge and various criminal activities. More on that later.) Danny and Rusty are moved to tears by the generosity given to orphan children on the Oprah show. They later arrange to have millions of dollars donated to a children's camp.

Basher, one of the "Thirteen," writes numerous, poetic letters of encouragement to Reuben that help him recover from his illness. When a part of the plot bestows upon an innocent person pain and suffering, Rusty attempts to right that wrong by helping him win $11 million. (But again, his methods aren't exactly on the up and up.)

Spiritual Content

The only gods in Las Vegas are luck, wealth and power.

Sexual Content

Scores of women in low-cut, cleavage-baring outfits walk the casino floor. Abigail Sponder, Bank's chief assistant, wears a number of formfitting and revealing dresses. At one point she is overwhelmed by a pheromone drug and responds by rubbing her body all over one of Ocean's insiders, Linus, licking his neck and ear, putting his hand on her barely-covered chest ("feel my heart beating") and pulling his trousers to his knees.

Bank is patted on the bottom by a passing man. We also see a close-up of a male underwear model.

Violent Content

Suspecting a gambler of cheating in the casino, guards slam his face down on the table and bodily pick him up and ram his head into a slot machine. Mexican workers are incited to riot. And a Molotov cocktail gets tossed. While climbing in an elevator shaft, a man jumps several times, barely missing quickly ascending and descending elevators.

There's talk of killing Bank and disposing of his body. Bank threatens Danny, telling him that he knows some guys who will cause him a great deal of pain. Explosive devices are used to demolish the ceiling and floor of a room. To cheat a polygraph test, Livingston, a Thirteen "underling," puts a sharp tack in his shoe and repeatedly steps on it.

Crude or Profane Language

The s-word is spit out 10 times. It's accompanied by a handful of other swear words ("a--," "h---," "b--ch"). God's name is combined with "d--n" on two occasions, and Jesus' name is misused once. The British profanity "bloody" also makes it into the script.

Drug and Alcohol Content

Rusty downs a mixed drink at a bar, and a beer in his hotel room. Accompanied by a bottle of wine, Danny watches Oprah on TV in his room. Linus and Abigail drink champagne. Sake is poured and passed around to a group of Japanese millionaires. Bank begins opening a bottle of alcohol in his office. Workers drink beer and tequila. Several men smoke cigars.

Other Negative Elements

A pit boss is blackmailed after he's caught selling stolen silverware. A hotel reviewer has his food drugged, bugs put in his bed, foul odors pumped into his room and toxic substances put on his towels that cause his body to break out in an awful rash. We're shown close-ups of Sumo wrestlers dressed only in their traditional mawashis.


After Ocean's Twelve, and its European road trip sagged like a flat tire, director Steven Soderbergh and his cavalcade of stars decided to go back to Las Vegas and rebirth the formulaic charm of their original Ocean's Eleven. Their attempt is so successful that, barring a few cast additions and plot-point adjustments, Thirteen and Eleven are virtually interchangeable. George Clooney and Brad Pitt are still dashingly handsome and stylishly dressed, the guy-buddy camaraderie is in full bloom, the camerawork is clean and colorful, the gadgets and twists are fun, and the revenge scheme is creatively calculated and executed with split-second precision.

Ocean's Thirteen has one other thing in common with its earlier sibling: A lot of celebrated and happily excused criminal activity. In our 2001 review of Ocean's Eleven we noted that it "justifies illegal and immoral behavior by making the law-breaking heroes more noble than the one getting scammed." That's an easy thing to give a pass to when you're faced with such appealingly "good" thieves and such a mean and classless bad one. But like Las Vegas itself, or perhaps Sinatra—who seems to be revered in Ocean's world like some cool, wise-guy deity—there's more here to consider than charm and well-cut suits.

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George Clooney as Danny Ocean; Brad Pitt as Rusty Ryan; Matt Damon as Linus Caldwell; Elliott Gould as Reuben Tishkoff; Al Pacino as Willie Bank; Don Cheadle as Basher Tarr; Bernie Mac as Frank Catton; Ellen Barkin as Abigail Sponder; Oprah Winfrey as Herself


Steven Soderbergh ( )


Warner Bros.



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Bob Hoose

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