The first one was fun for them to make and us to watch. For the second one, clearly the Oceanists were having more fun than the audience. George Clooney has joked that the third “Oceans” film should be called “The One We Should Have Made Last Time.” Clooney, Brad Pitt, Matt Damon, Don Cheadle, and the rest of the group are still having fun making them, but this time, thank goodness, it’s fun for us, too.

In Ocean’s Eleven, Danny (Clooney) and Rusty (Pitt) assembled a team of specialists to rob three Las Vegas casinos run by Terry Benedict (Andy Garcia) and not coincidentally get back Danny’s wife from Benedict, too. Ocean’s Twelve was the uneven sequel about Benedict’s revenge, a romance for Rusty with an Interpol agent, and a complicated European heist.

The third episode might as well have a “No Girls Allowed” sign. The characters played by Julia Roberts and Catherine Zeta Jones in the last two episodes are briskly dismissed in the first couple of minutes with a quick “It’s not their fight.” And we’re off on a new adventure in which our anti-heroes will have to come up with a new fiendishly clever way to separate some nasty character from his money in a manner that allows for some choice wisecracks, some silly disguises, and enough “That’s impossible” and “It can’t be done” warnings to merit a drinking game.

Hotelier Reuben (Elliot Gould), who financed the first heist, has had a bad case of movie-disease-itis, meaning that it is one of those cases where the central casting doctor gravely stands by the bedside and tells the assembled loved ones that “it all depends on his will to live.” In other words, we have to have a reason to set up another Mission Impossible-style heist, and this time, it’s personal. Okay, it was personal the last two times, too, but this time it’s even more personal. We have to take care of Reuben.

Reuben has been snookered (In Las Vegas! Imagine!) by Willy Bank (Al Pacino), who has built an ostentatious new casino (In Las Vegas! Imagine!). So the gang gets back together to put on a show in Grandma’s barn, I mean to steal from Bank everything that really matters to him.

This means several cons and heists at once. It has to be more than money. Bank wants a five-diamond rating for the hotel. This results in a plot line somewhere between a sit-com episode and a summer camp prank. Next on the list is fixing the games at the casino, each category (slots, blackjack, roulette, craps) with its special challenges that send our guys off as far as Mexico (where the dice are made) and France (it has to do with digging the chunnel; you really don’t need to know about it).

They also have to go to Terry Benedict for some upfront money, and while they are in it for honor and loyalty, he, of course, wants the diamonds that Bank has stored in an “it’s impossible” burgle-proof room at the top of the hotel. And of course Saul (Carl Reiner) has to show us a new accent, Frank (Bernie Mac) has to show off some smooth talk, Basher (Don Cheadle) has to speak inscrutable rhyming slang and blow stuff up, Linus (Matt Damon) has to prove he can grift with the best of them, and Yen (Shaobo Qin) has to say things in Chinese that somehow everyone in our perfectly attuned group can understand.

It’s all glossily entertaining, but there are too many distractions that are not as cute as they think they are. Did we really need to see one of the Ocean-ites turn into Norma Rae? We come back to the five-diamond checker too many times for too little pay-off. Repeats of the gags and plot twists from the first two are not in-jokes; they’re just unimaginative. Once again, Yen’s only English vocabulary words are bleep-worthy. Once again, the Ocean-eers have colorful code words for their various scams and dodges: the Billy Martin, the Susan B. Anthony, the Gilroy, the reverse Big Store. It is not an homage, it’s just a lack of imagination to repeat the exact same major plot twist from one of the earlier movies. It is even at the same point in the script. Worse, the film wastes the wonderful Ellen Barkin on an underwritten role.

But the movie’s biggest mistake is making the guys into a bunch of softies. When they’re not rallying the troops because “Reuben would do it for any one of us,” they’re weeping through Oprah or giving money to needy children. The cast is so watchable that we cannot help but enjoy seeing them enjoying themselves. And Bank is such a rat that we can’t help rooting for them. But it was more fun when they were a little bit hungry and more than a little bit greedy. Let’s hope they remember that before the next one.

This time around, the characters are motivated by loyalty rather than money, but parents should know that this is a movie about a group of rogues, con artists, and thieves — and they are the good guys. Characters use a few strong words and there are brief mild sexual references and a comic (non-explicit) sexual situation.

Families who see this movie should talk about why audiences enjoy movies about robberies.

Families who enjoy this movie will also enjoy the first two and other heist classics like the original Thomas Crown Affair, Topkapi, and How to Steal a Million.