"Ocean's 13" is as visually pleasing as its two older siblings. The Las Vegas backdrop is as lavish as ever and the suits and smiles are just as flashy. With George Clooney (Danny Ocean) and Brad Pitt (Rusty Ryan) returning to head up the cast, you would expect this to be as classy a number as its predecessors.

The plot device of gradually revealing layer after layer of complicated hustles shouldn't be worn out yet, but in this film it's overdone and needlessly long-winded. It's like watching a domino-toppling champion endlessly setting up his design, only to have the grand finale over in a couple of seconds. As a result there's no time for any of the characters to be given their due.

Pitt and Clooney's performances look tired and lack their trademark sparkle. There's very little of the banter between them that brought life to the first two films. Many of the other performances are equally lackluster. At least you can't blame Eliot Gould (Reuben Tishkoff), still larger-than-life in his over-sized specs, who spends most of the movie comatose.

The film also suffers from the lack of a strong female lead. The only major female character (Abigail Sponder, played by Ellen Barkin) is on the wrong side, grasping and not overly bright. With characters from the first two films popping up all over the place, it's hard not to wonder why neither of the girls staged a return.

After greed and revenge have had their chance, it's nice to see the plot being driven this time by a more altruistic motive - the crew are seeking to redress the balance after Al Pacino's Willie Bank rips off Reuben and leaves him a broken man. Pacino is suitably hateful and driven; he and Terry Benedict (Andy Garcia) are two peas in an unlovely pod. This time there are no unwitting victims, as everyone knows exactly what they're getting into.

Despite its flaws, the film manages to be fun and engaging and you won't regret watching it. As the plot twists unravel and the end game plays out, you will be impressed. "Ocean's 13" manages to end on a high note, but it struggles to get there.