Double down

Like a feat of con artistry, what you see in Ocean's Twelve isn't exactly the movie's genuine purpose. The sequel to Ocean's Eleven unfolds as a complex heist picture that considers the honor among thieves and reveals plenty of their trade secrets. Each film offers a master-class on how to steal in plain sight.

But not really. The true agenda of Eleven and Twelve, of course, is to put star power on the movie screen. In remaking 1960's Ocean's Eleven, director Steven Soderbergh never cared about staying faithful to the Rat Pack original. Instead, Soderbergh constructed a film to emulate the casual vibe of the swinging crooners and the jokey playfulness of their stage shows. Showing perfect timing, Soderbergh's Eleven arrived at the precise midpoint between last decade's cigar-and-martini trend and our current obsession with Texas hold 'em poker.

But where Eleven found a fresh formula for the Rat Pack's chemistry, the sequel has the less inspiring task of repeating the previous film's success. Ocean's Twelve turns out to be an even more self-conscious celebrity delivery system, putting big stars in exotic locales and giving them fancy stuff to do.

When last we saw ex-con Danny Ocean (George Clooney), right-hand man Rusty (Brad Pitt) and their nine associates, they'd just fleeced sadistic Vegas casino owner Terry Benedict (Andy Garcia). Twelve reintroduces the team as Benedict tracks them down one by one. (At times, Soderbergh just shows Benedict's cane or cigar as they ominously enter the frame.) Benedict demands to be repaid, with interest, and gives the group two weeks to come up with nearly $200 million. "It's the interest that kills you," one quips.

Ocean and company hit Europe looking for a big, fast score to pay back Benedict. When one bit of high-tech larceny goes bad, they discover that their true adversary is suave international thief Francois Toulour, played with cheerful insouciance by Vincent Cassel. Toulour bristles at the notion that Ocean is the world's greatest thief, so he challenges the Americans to see who can first steal a Faberge egg from a high-security museum in Rome. If the Americans win, Toulour will pay off Benedict. Complicating matters, they're dogged by a glamorous European detective (Catherine Zeta-Jones), who happens to be Rusty's ex-girlfriend.

In recent years, Soderbergh has paid either subtle or overt homage to the films of earlier decades. In Ocean's Twelve, he shows his fondness for Technicolor Euro-heist pictures like To Catch a Thief. Nicknamed "the Night Fox," Cassel proves Soderbergh's most eager accomplice, driving convertibles along twisty Mediterranean roads and swanning through casinos in Sean Connery's old tuxedo.

But frequently, Twelve feels like watching the film's own European shoot, or maybe the subsequent publicity tour. We see Clooney, Pitt, Matt Damon and the rest play practical jokes, watch dubbed sitcoms, have late-night bull sessions in hotel rooms and hang out at an after-party — it's a diary of the cast's off-hours. When Ocean frets about how old he looks, the joke seems far more at Clooney's (knowing) expense than his character's. Naturally, the film features plenty of celebrity cameos, credited as special guest stars. Some, like Eddie Izzard and Robbie Coltrane, play characters, while even bigger stars turn up to play themselves.

When the team's egg-stealing plan shatters, the film tips its star-struck compulsion most overtly. The crooks draft Ocean's wife, Tess (Julia Roberts), into the scheme, capitalizing on her uncanny resemblance to a certain Oscar-winning pretty woman. The self-referential stunt would feel entirely too indulgent if the detour to outright screwball comedy didn't provide Twelve's most nimble moments and give Roberts a chance to drop her reserves for a hilariously rattled performance.

Twelve's story sprawls at the expense of clarity: Why does Toulour blow Ocean's cover if he wants to beat his rival in a test of skill? The plot leaves Ocean and most of the supporting team strangely passive, so while we'd like to see more of, say, Bernie Mac's brash cardsharp, he's sidelined for most of the movie. Twelve gives Matt Damon more material, but it's difficult to keep buying him as the group's naive "rookie." The film's central relationship falls to Pitt and Zeta-Jones, and while Soderbergh brings out their considerable sex appeal, they can't anchor the film on their own.

Twelve works best as a showcase for droll little routines and complex set pieces. A ringing cell phone amusingly bleeps out the f-words in one of Don Cheadle's profane conversations, while nicknames of cons, like "the Crazy Larry," are always good for a laugh. And whenever Soderbergh puts complicated missions in motion, he clearly grooves on the funky soundtrack and editing rhythms. But in Eleven, the director made both the wisecracking and safecracking look easy. Twelve, while entertaining enough to hold your attention, makes them look like work.