If style can be substance, then Ocean’s Thirteen is the most important film of the year. We’ll leave that debate for another time, but the latest installment in the Clooney-Pitt-Damon-Soderbergh franchise is more fun (and blessedly shorter) than the other summer Hollywood studio tentpole pictures. And there are no penguins in it, or Happy Fun Meals© with official George Clooney Dice© available at the local burger joint.

After the train wreck that was Ocean’s Twelve—if you want a guaranteed headache, ask someone who’s actually sat through it to try to recount the last half-hour to you—Ocean’s Thirteen is a breezy, straightforward relief.

Reuben Tishkoff (Elliott Gould), the old-school Las Vegas icon who put both Danny Ocean (Clooney) and Rusty Ryan (Brad Pitt) on the charming-criminal career path, has had a massive heart attack. Why? Because a new-school Vegas shark, Willie Bank (Al Pacino), screwed Reuben out of his share of a multimillion-dollar casino they were developing together. Naturally, Ocean, Ryan and the rest of the gang from the last two pictures (Matt Damon, Don Cheadle, Carl Reiner, Bernie Mac, Eddie Jemison, Shaobo Qin, Casey Affleck and Scott Caan, plus number 12, an uncharacteristically subdued Eddie Izzard, and number 13, the former adversary played by Andy Garcia) get together to avenge Reuben’s ill treatment, and restore his health—and his fortune.

So there’s a caper, something about causing everyone in Bank’s casino to win on opening night, and the usual patented impossibility, this time involving a giant underground drill brought in from France that we’re supposed to believe no one notices, and the trademark silly facial hair appliances—all of which are fine.

What’s new is the sense that it isn’t just Vegas icon Reuben who’s part of the past; Ocean and his pals are really outsiders now, and maybe, just maybe, their moment has passed, too.

I used to think Soderbergh’s supreme talent was building movies around stars, whether talented (Julia Roberts in Erin Brockovich) or hopeless (Andie MacDowell in Sex, Lies and Videotape). Now, however, it’s clear he has completely fused this with a cinematic nimbleness that’s ridiculously enjoyable. Looking back, I think this is why his biggest flop, a remake of the Russian science-fiction epic Solaris, was deceptively light yet thoroughly affecting.

Much like Quentin Tarantino, Soderbergh wears his influences on the screen. The difference is that Soderbergh has subtler and/or more sophisticated influences. The dry wit and playful editing of Richard Lester (A Hard Day’s Night, Help!) are all over Ocean’s Thirteen, but so is the visual deification of movie stars found in the work of archetypical golden-era studio director Michael Curtiz, whom Soderbergh emulated in the recent drama The Good German. The filmmaker tips his hat to Curtiz in a key moment in the middle of this film’s big swindle, too. As every player in the casino wins big, the amount they’re winning pops up in sparkling titles above their head, until the screen is filled with numbers; this echoes the opening sequence of Curtiz’ 20,000 Years in Sing Sing, which begins with the screen filling with marching inmates, and the number of years of each prisoner’s sentence superimposed above them. (It’s totally cool, in both cases.)

When it’s all over, Ocean and his posse are in the airport departure lounge. One by one, they leave for different destinations. It’s surprisingly melancholy when Linus (Damon) says, “I’ll see you when I see you.” Ocean and Ryan crack wise with insidery references to the real-life lives of Clooney and Pitt, but both suggest that they know that this party isn’t going to last forever.