There's a set of rules that's evolved over the one hundred years of motion pictures, which says that if you're going to make a comic film about a heist, which is what "Ocean's Thirteen" is, and is built basically on the premise that there are bad guys who've done something immoral to the good guys and you are going to right them by doing something bad to the bad guys - basically a restoration of the imbalance - you have to do four things:

1. You have to let the audience in on what the setup is, that is, why it's necessary for you to do it.

2. You have to let the audience in on how it's going to be done, step by step, so that we can follow everything you do and appreciate it.

3. You have to show at the end that you've accomplished that, punished the bad guys and closed the account books.

Oh, and one thing more: it has to be funny. I tell you all this because "Ocean's Thirteen," which is of course the third in the "Ocean's Eleven" series, doesn't meet any of those three criteria. In fact it doesn't even meet the fourth; it's not funny at all. What it does have is so many bizarre elements that you can't even keep track of them. Should we ask where the good guys (that's Ocean - George Clooney - and his friends, of course) get the great machine that dug the English Channel, or Chunnel, and secrete it inside the cellar of the Las Vegas casino they're going to rob, and then turn it on so that people will think it's an earthquake? Without anybody knowing it was there? Or lift off the roof of the Casino with a helicopter, which by the way (a CGI structure) looks as though a strong wind could blow it down anyway, in order to get at the diamonds in the room below? And what's with Matt Damon and his prosthetic nose? It looks like it was left over from Nicole Kidman's wardrobe as Virginia Woolf in "The Hours."

Many of Clooney's associates have been on this trip before: Brad Pitt, Damon, Don Cheadle, Bernie Mac, Carl Reiner and Elliott Gould. All of them have what it takes to do comic films, if only there were setups and dialogue that were funny. Instead, they're all rushing around so frantically, talking on cell phones instead of letting us see what's going on, that the whole point of the film is obliterated.

The setup is basically that Elliott Gould, an old friend of Ocean's, has been snookered out of his new Las Vegas Casino by the bad guy, Al Pacino, and Ocean wants to get it back for him by ruining Pacino. Okay; that's a good premise for a con/heist film. But director Steven Soderbergh has overcut each scene to within an inch of its life, so that nothing plays out properly and we're forever trying to catch up to what's happening, which is the kiss of death for this kind of film. And where's the dialogue? There isn't one really funny line in the film. No wonder Catherine Zeta-Jones and Julia Roberts both opted out of this one.

All in all, "Ocean's Thirteen" is the kind of film that only smug, satisfied filmmakers would make, knowing it was bad but also believing in that old saw, "We can fix it in the editing."