Ocean's Thirteen is a 2007 film irected by Steven Soderbergh and starring an ensemble cast. It is the third (and reportedly final) in the Soderbergh series following the 2004 sequel Ocean's Twelve and the 2001 film Ocean's Eleven, which itself was a remake of the 1960 Rat Pack film Ocean's Eleven. All of the cast members reprised their roles from the previous installments except for Julia Roberts and Catherine Zeta-Jones. Al Pacino and Ellen Barkin joined the cast as their new targets.