“Take a break—have a coupla kids,” Danny Ocean (George Clooney) advises partner Rusty Ryan (Brad Pitt) at the conclusion of Ocean’s Thirteen. The comment comes with a wink—Pitt’s and U.N. Goodwill Ambassador Angelina Jolie’s adoption fetish is all too public—but that wink is what audiences want from director Steven Soderbergh’s unlikely franchise. What other filmmaker could build three blockbusters around little more than a forgotten Rat Pack vehicle and the comedic chemistry of a beautifully dressed ensemble cast? But Clooney’s crack comes too late. Soderbergh’s smarmy, smart irony is absent here. Instead, a third outing with funnyman/thief Danny Ocean and his gang of wacky criminal pals loses itself in outlandish plot points. When obscenely tanned Vegas casino-builder Willy Bank (Al Pacino) cuts Ocean ally Reuben Tishkoff (Elliott Gould) out of a deal, the old gang rallies to exact revenge. Unfortunately, this revenge is complicated, so much so that American cinema’s best character actors bury themselves in the caper’s intricacies instead of making a funny movie. Taking cues from Michael Bay, Soderbergh has some fun with his film’s sheer ridiculousness—the gang foments proletarian revolution at a Mexican dice factory to fix a craps game and secures the drill that dug the Chunnel to fake an earthquake—but the director surrenders the film’s soul for this frenetic, cynical pseudo-narrative. Where’s Bernie Mac’s slow burn or Carl Reiner’s vaudeville chops or Don Cheadle, who spends much of his screen time underground, fiddling with machinery? Audiences may have groaned when Julia Roberts impersonated herself in Ocean’s Twelve, but by staking a huge movie on such an absurd gag, Soderbergh revealed a compelling “fuck it” sensibility that’s absent from Hollywood’s bland sequel machine. Where Ocean’s Thirteen shows such heart—say, when Matt Damon sports a ridiculous Cyrano de Bergerac nose to court Bank’s underling Ellen Barkin—the shtick is muted and in passing. When Clooney and Pitt aren’t finishing each other’s sentences, weeping over Oprah, or waxing nostalgic about Sinatra’s Vegas versus Disney’s version, the film is at sea, drifting away from its characters. Soderbergh’s résumé may be varied (or, for detractors, uneven), but his characters are his strength; the man jump-started independent film with Sex, Lies, and Videotape, a movie about four people talking, while Quentin Tarantino was still working at a video store. Whether directing Erin Brockovich or Bubble, the Oscar-winner has focused on the people in his stories as much as the stories themselves. In Ocean’s Thirteen, he swaps those worthy aesthetics for mere logistics.