OCEAN’S THIRTEEN — CANNES 2007

Personality is noticeably lacking in director Steven Soderbergh’s cotton candy caper confection that should, but will not, end his superfluous “Ocean’s” franchise.

George Clooney and the rest of the well-dressed criminal crew return to Las Vegas after their “Ocean’s Twelve” European foray to come to the vengeful aid of their respected pal Reuben Tishkoff (Elliott Gould).

Reuben ends up in critical condition from the traumatizing shock of having his fiscal posterior handed to him by dirty dealer Willy Bank (Al Pacino) who Reuben went into partnership with because both men “shook Sinatra’s hand.”

Danny Ocean (Clooney) and the boys hatch a convoluted plan to wreck Willy’s magnificent new hotel and casino “The Bank” (a spiraling triad skyscraper created to beautiful effect with CGI) on the night of the hotel’s July 3rd “soft opening.”

The story becomes a drone of white noise, color, and empty spectacle punctuated by dead-end subplots that lead to a predictable backslapping conclusion.

On the surface it seems Al Pacino’s presence would elevate “Ocean’s Thirteen” to a reasonable level of entertainment. Instead, screenwriters Brian Koppelman and David Levien (“Rounders”) paste together disjointed cartoon elements for Pacino’s orange-tanned character, then leave him in the shadows for most of the movie.

Even Steven Soderbergh, famous for knowing where to put the camera, fails to convey the gears turning in Willy’s egocentric brain. All we know is that the callous Willy has an insatiable appetite for collecting “Five Diamond Award” ratings for all of his hotels around the world, and which he covets for his latest creation. Danny Ocean’s team throw cannons after monkey wrenches to make sure Willy’s hotel fails the Five Diamond test by a mile.

Covering their bets from all angles, the team of good-bad guys turn to insider mastermind Roman Nagel (Eddie Izzard) to overcome the “Bank’s” seemingly unassailable security system.

Goof brothers Virgil Malloy (Casey Affleck) and Turk Malloy (Scott Caan) are dispatched to a dice manufacturing plant in Mexico where they dump magnetizing powder in vats while getting sidetracked to lead a socialist revolution among factory workers. “Fixed” card shufflers are tweaked and brought into the hotel along with rigged slot machines.

Still and all, the key to sabotaging the hotel’s gigantic artificial intelligence computer lies in creating an earthquake type of disruption using a giant drill last employed to excavate the Chunnel between Britain and France.

Don Cheadle’s “Basher Tarr” is put in charge of operating the giant submarine contraption that jams, sending the overspent group hustling financing from former enemy Terry Benedict (Andy Garcia) to purchase another Chunnel digger used to carve dirt from the French side. Benedict agrees to fund the machine on the condition that the crew steal Willy’s precious diamonds in return.

Opposite the mechanical contrivances are a couple of Jerry Lewis-type sequences involving David Paymer as a reserved Five-Diamond-Award evaluator who falls prey to unhelpful hotel staff and cruel booby traps. Carl Reiner, in the meantime, deflects attention as Kensington Chubb, the phony evaluator that the hotel staff bend over backwards to please.

Putting a rubber nose on the film’s impertinent stabs at comedy is Matt Damon as Lenny Pepperidge, an upwardly mobile personal assistant to international gambler Mr. Weng (Shaobo Qin). Lenny seduces Willy’s otherwise skeptical assistant Abigail Sponder (Ellen Barkin) in a scene that seems like an outtake from an Austin Powers movie.

It’s ironic that “Ocean’s Thirteen” premiered at the 60^th Cannes Film Festival’s global stage alongside the Coen Brothers’ masterwork “No Country For Old Men,” David Fincher’s modern classic “Zodiac,” and this year’s Palme d’Or winner Cristian Mungiu’s devastating “4 Months, 3 Weeks and 2 Days” (about a black market abortion in Ceausescu’s Romania).

“Ocean’s Thirteen” is a distinct example of everything wrong with Hollywood. It’s a bloated, shiny surface, popcorn movie that could put you to sleep before you get down to the unbuttered popcorn at the bottom of the bag. Here is a “sellout” film project that will bankroll serious films for Soderbergh, Clooney, and perhaps Brad Pitt and Don Cheadle. To that end, you the would-be audience member might as well put on your finest evening dress or best suit, buy your movie ticket, skip the flick and go to the jazziest event in town to act out your own suave attitude.

You’ll have a lot more fun, and be fitfully engaged in a tangible social activity rather than pretending you wish you’d shook Sinatra’s hand. After all, Harry Connick Jr. is no slouch, and he’s alive.

Rated PG-13. 122 mins.