Like Rat Packers Dean Martin, Frank Sinatra and Sammy Davis Jr. that came decades before them, the "Ocean's" franchise has been but an excuse to put such Hollywood movie stars as George Clooney (2005's "Syriana"), Brad Pitt (2006's "Babel") and Matt Damon (2006's "The Departed") in glossy, lightweight films together and show just how suave and oh-so-cool they are. In 2001's "Ocean's Eleven" and 2004's "Ocean's Twelve," the cast looked like they were genuinely having a field day, and no matter how smarmy and self-congratulatory the projects were, some of that fun infectiously rubbed off on the viewer. That is not the case with the distaff, empty-headed "Ocean's Thirteen," an unnecessary and unimaginative second sequel that proves without a shadow of a doubt that the third time is not always the charm. By now, the cast look tired and almost grumpy to be in front of the camera, their energy swiped away by the knowledge that they are simply going through the same old motions.

When entrepreneur Reuben Tishkoff (Elliott Gould) is double-crossed by cold-hearted hotel mogul Willie Bank (Al Pacino) and stripped of his share in the building of new Las Vegas casino The Bank, he suffers a nasty cardiac infarction as a result. Not about to let Willie get away with his actions without a long-overdue comeuppance, Danny Ocean (George Clooney), Rusty Ryan (Brad Pitt), Linus Caldwell (Matt Damon) and the rest of the old crew join forces yet again for another heist. This time, they set their sights on meticulously rigging the slot machines and high-stakes tables, and stealing some pricey diamond necklaces Willie has hidden away under the roof of the building, on the night of the casino's grand opening.

Director Steven Soderbergh (2006's "The Good German"), always one to add a heavy dose of style and aesthetic glamor to his major studio efforts, is merely spinning his wheels with "Ocean's Thirteen." Along with screenwriters Brian Koppelman and David Levien (2004's "Walking Tall"), Soderbergh has made a motion picture that, in lieu of twisting the audience's expectations, is a virtual carbon-copy of the previous installments. There are bound to be some corkscrews in Ocean's plan, but it can be assured that the group of masterminds are consistently one step ahead and always come out on top. Failure to succeed is simply not a possibility in the far-fetched world that these films take place in, and so any and all tension is rendered null and void. That is not to say that the elaborate third-act heist isn't diverting enough, but that the formula's expiration date was passed three years ago with the more memorable and picturesque (but still heavily flawed) "Ocean's Twelve."

What is amazing about the "Ocean's" series is that three films have now been made, and the characters are still soulless, one-dimensional ciphers. The lesser crew members, played by Casey Affleck, Scott Caan, Don Cheadle, Bernie Mac, Shaobo Qin and Eddie Jemison, barely warrant mentioning because they are such unmitigated stick figures who don't appear to have lives or dreams or ambitions outside of the confines of a script that gives them no more than a dozen lines apiece. Mostly, they just stand around in scenes and let the headlining stars do the talking—talking that, again, could be copied verbatim from "Ocean's Eleven" or "Ocean's Twelve" and one wouldn't be able to tell the difference.

In regard to George Clooney and Brad Pitt, they, too, have become nearly as shallow as the rest of the ensemble. With their respective love interests, played by a very-missed Julia Roberts and Catherine Zeta-Jones, nowhere to be found on this go-round, Danny Ocean and Rusty Ryan have lost the keys to their humanity and are now only caricatures of their former selves. New to the series are Al Pacino (2003's "The Recruit"), lacking his usual verve as bad guy Willie Bank; Ellen Barkin (2005's "Palindromes"), sexy and game as Willie's right-hand (wo)man Abigail Sponder; and David Paymer (2004's "In Good Company"), as a hotel critic in for a disastrous stay at The Bank. Paymer's subplot is the only one that achieves comedic liftoff.

"Ocean's Thirteen" is rote and by-the-numbers. The characters exhibit zero growth. The story is mechanical and obvious. The writing is subpar. Even the camerawork by Steven Soderbergh and music score by David Holmes (2002's "Analyze That"), so dazzling and hip in the earlier movies, is forgettable by comparison. Indeed, there is absolutely no reason for this movie's existence other than the selfish benefit of a group of millionaire friends getting to hang out while they shoot a collection of scenes posing as a movie that, in return, will earn Warner Bros. some fast box-office coin. Based on the overwhelming evidence within the underwhelming finished product, Danny Ocean and company ought to seriously consider retirement.