Matt Damon, George Clooney, and Brad Pitt in Ocean's 13OCEAN'S THIRTEEN

Memories of the meandering, tiresome, and ceaselessly smug Ocean's Twelve - Steven Soderbergh's first sequel to his 2001 heist flick Ocean's Eleven - were enough to make me leery about Ocean's Thirteen, and during the film's first reel, that feeling rarely subsided; it, too, seemed both simplistic and maddeningly convoluted, and inordinately pleased with itself from the get-go.

Yet after about 20 minutes, the movie's raffish charm began to reveal itself. After about an hour, the film's care-free, easy-going appeal had me grinning with every new scene. And by the climax, its unapologetic insouciance came to seem - especially for a big-budget, star-laden sequel - like a state of grace. Ocean's Thirteen doesn't bully you into liking it the way most summertime "escapism" does. It gently coerces you, with a wink, and a smile, and a friendly pat on the back; if it could, the movie would gladly buy you a scotch and soda. Soderbergh's latest feels like the opposite of Hollywood overkill - it's proudly, almost defiantly inconsequential and, in the end, almost embarrassingly enjoyable.

We're immediately thrown into a maelstrom of plot, back story, and returning characters - so much so that you may initially feel the onset of a minor migraine - but here's what it boils down to: Oily Las Vegas hotel proprietor Willy Bank (Al Pacino) cheats unwilling sucker Reuben (Elliott Gould) out of a fortune, causing Reuben to have a heart attack. Reuben's larcenous pals - Danny Ocean (George Clooney) and company (Brad Pitt, Matt Damon, Don Cheadle, et al.) - decide to retaliate by, in turn, cheating Bank out of a fortune. The end.

And the beginning. As Danny's team goes about trying to break the Bank, Ocean's Thirteen proves less concerned about creating a cohesive narrative than delivering one sensationally enjoyable throwaway sequence after another: Damon seducing Bank's second-in-command (Ellen Barkin) with mood-altering chemicals and a fake nose; Casey Affleck and Scott Caan securing employment at a Mexican dice factory and subsequently orchestrating a workers' strike; Cheadle demonstrating the means by which the gang can effectively fake an earthquake; Carl Reiner disguising himself as a fussy British hotel critic, and causing no end of grief to the actual hotel critic (David Paymer) hired to rate Bank's establishment; Clooney trying to hide the fact that he's been tearing up watching Oprah. ("I just bit into a pepper," he says, none too believably.) Unlike the last Ocean's sequel, Thirteen finds both its performers and their director in a fizzy, invigorated state, and the happiness extends to the movie's most memorable series of images - a priceless montage featuring an entire Vegas casino filled with delighted gamblers who just can't stop winning.

A few of the annoying, inside-baseball gags that hampered Ocean's Twelve - What was with Julia Roberts posing as her own look-alike?! - do find their way into this new offering; Pitt tells Clooney to watch out for weight gain, and Clooney responds by telling Pitt to go out and have some kids already. (Their conversation feels like a bone thrown to Us Weekly subscribers.) But in this context, that's a mere quibble. Against all expectation, Ocean's Thirteen is a buoyant, even elegant comedy, and refreshing for the near-total absence of the previous sequel's insulating hipness; this one feels like a party that we're all invited to.


Surf's UpSURF'S UP

If we absolutely must endure more CGI cartoons featuring lovable penguins who just wanna be free or whatever, they may as well display some of the wit of Surf's Up. There's nothing new in the plot, which involves a penguin runt (excitedly voiced by Shia LaBeouf) who Follows His Dream and finds a girlfriend and a best friend and a father figure and yadda yadda yadda on his way toward an Antarctic surfing championship. But at least the filmmakers have come up with a clever, sometimes laugh-out-loud-funny plot device - a documentary crew that follows the waddlers around, eliciting commentary on the action and catching the participants at their most humiliated. (The mock-doc animation, with its faux hand-held camerawork, is consistently spectacular.) And at least they had the good sense to hire Jeff Bridges, in full Big Lebowski mode as LaBeouf's penguin mentor, a once-legendary surfing star who gave it all up to, as he puts it, "you know ... like ... just ... chill out, man." Even covered in feathers, the Dude abides.


William Hurt and Kevin Costner in Mr. BrooksMR. BROOKS

I'm not sure what audiences are taking from Bruce A. Evans' amusingly nutty thriller Mr. Brooks, but here's what I walked away with: the unshakable resolution that, for the rest of my life, I will endeavor to stay as far away from Portland, Oregon, as possible. The city, it appears, is positively teeming with serial killers.

There's the sociopath of the title, played by Kevin Costner - an upstanding husband, father, and businessman who, every once in a while, feels the urge to execute naked couples in their bedrooms and photograph the corpses in compromising positions. (Mr. Brooks attends A.A. meetings to keep his psychopathic tendencies at bay. After 30 days, does he get a chip?)

There's the wannabe sociopath Mr. Smith (Dane Cook), who accidentally witnesses Brooks' latest execution and, hoping to learn from the master, demands that the elder lunatic take him along on his next kill. There's the recently escaped serial killer known as the Hangman (Matt Schulze) - he strings up his victims and etches provocative warnings on their torsos - and the Hangman's dead-eyed girlfriend (Yasmine Delawari), both seeking revenge on the detective (Demi Moore) who sent him away.

There's Mr. Brooks daughter (Danielle Panabaker), who isn't really a serial killer but, given the recent, suspicious disappearance of one of her college friends, may well be on her way. (Ah, the perils of genetics ... .) And then there's Marshall (William Hurt). As he's merely a figment of Brooks' imagination, Marshall isn't really a serial killer either, but he pressures his flesh-and-blood doppelgänger into committing his atrocities, and does so with such vehement glee, that the fact that he doesn't exist is merely a technicality.

And did I mention that all of these deranged individuals are residing in Portland? Is the Department of Tourism aware of this?

Needless to say, Mr. Brooks borders on the ridiculous. Hell, it has ridiculousness surrounded. But I've seen dozens of overstuffed, dementedly stupid psychological thrillers that weren't half this much fun. Aside from the scenes with Demi Moore, whose grim, steely determination gets more and more wearying as the years go on, the movie is a brisk and nasty piece of work, sharply edited, and blessed by Costner's and Hurt's hugely entertaining Mutt & Jeff routine - cackling at their murderous escapades like psychotic frat boys, Mr. Brooks finds the performers working at peak invention. (Costner has a mischievous gleam in his eye that audiences haven't seen in years; he's inevitably less agreeable when enacting Brooks' crises of conscience.) Even the seemingly bizarre casting of comedian Cook works in the film's favor, as he winds up playing a pouty dolt about whom Marshall opines, "Even if that guy was charming and funny I still wouldn't like him." Incredibly, in Mr. Brooks, we actually do.

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