The rich steal from the rich and give back to the rich -- and a bunch of big movie stars have an obvious ball -- in "Ocean's Twelve." Similar in its flippant insouciance to the good-times 2001 initial outing, this smooth inside job benefits from heightened bonhomie among the players, fab Euro locations and a diminished obligation to stick to the heist genre boilerplate.

The rich steal from the rich and give back to the rich — and a bunch of big movie stars have an obvious ball — in “Ocean’s Twelve.” Similar in its flippant insouciance to the good-times 2001 initial outing, which knocked over $451 million worldwide, this smooth inside job benefits from heightened bonhomie among the players, fab Euro locations and a diminished obligation to stick to the heist genre boilerplate. Looks like good times all around at the B.O. for this Warner Bros. money machine.

Securely returned to a commercial groove after his arty indulgences with “Full Frontal” and “Solaris,” director Steven Soderbergh has fun with everything here — first and foremost with his actors, but also with narrative sleight of hand, stylistic diversions and an in-jokiness that sometimes borders on the smug. It’s the most high-end junk food imaginable, completely unnourishing and forgettable afterward, but delicious and all but impossible not to enjoy while it’s in front of you.

No less amusing for being a plausible place to start, kickoff has casino boss Terry Benedict (Andy Garcia), down $160 million after his Bellaggio vaults were cleaned out three years earlier, individually tracking down Ocean’s Eleven and informing them they have precisely two weeks to pay him back — with interest — or else.

This personal and civilized approach to criminal debt collection — as opposed to how Tony Soprano would pursue it — sets the tone and sends the gang off on a mad scramble to come up with very big money on a deadline. Opening reel is packed with globe-hopping vignettes evoking the colleagues’ present circumstances. Once assembled, a wittily underplayed scene has Danny (George Clooney) asking them all how much they’ve got left from their individual hauls.

Some have held onto most of their loot, but Danny, who lives quietly in Connecticut after having remarried Tess (Julia Roberts), and Rusty (Brad Pitt), who’s invested in trendy Los Angeles hotels, are both many millions in debt. They’re also too hot to work in the States, so they hightail it to Amsterdam to launch their scheme.

Scenario by George Nolfi, who refashioned his own pre-existing crime script to suit these characters, starts getting tricky at this point, but the long and short of it is that Ocean’s Eleven (it only becomes 12 in the final stretch) goes head-to-head in a wager with Europe’s top thief, the Night Fox (Vincent Cassel), to see who can win a race to pinch the heavily protected Faberge Coronation Egg from a Rome art museum.

Much high-stakes gamesmanship ensues, as the refined and snooty Night Fox seems to deal Danny and the boys a number of setbacks, sidelining any number of them (including Danny) for lengthy periods. But this apparent vacuum is more than filled by Isabel Lahiri (Catherine Zeta-Jones), a foxy Europol investigator who’s chasing the Night Fox, gets onto Ocean’s tail and happens to be a major ex-flame of Rusty’s.

Given that this is a film about surface pleasures rather than the meaning of life, Zeta-Jones practically steals the film by virtue of the fact that she looks hotter, is more strikingly attired and has a cuter haircut than she ever has before onscreen (a red outfit she wears for Rusty’s delectation is momentarily heart-stopping). The way Isabel insinuates herself into the action, and maybe or maybe not back into Rusty’s life, is pretty clever, and all through it Zeta-Jones proves she can play quite handily with the big boys.

More than any picture since “The Talented Mr. Ripley,” “Ocean’s Twelve” summons up the old-time glamour of big American stars gallivanting around luscious European locations. As onscreen titles count down the days the boys have left to pick the egg, they also tick off the settings with the help of a few flashbacks: Paris, the Monte Carlo casino, the Night Fox’s villa at Lake Como, Rusty and Isabel’s favorite cafe by the Pantheon in Rome.

With nothing dramatically at stake, pic stays aloft due to its larky, humorous riffs and sense of genuine fun that pulsates among the players even more than before. There’s Matt Damon’s Linus, so eager to be accepted by Danny and Rusty, becoming totally flummoxed when his buds and a contact (Robbie Coltrane) start speaking in riddles; Linus again, getting upset when he thinks the gang intends to rob a handicapped man; the normally unflappable Rusty hung out to dry after Isabel steals his cell phone, loaded with contact numbers; Danny becoming perturbed when everyone he asks thinks he looks 50; and a long, climactic set piece in which Tess, brought in at the last minute to help out, must pose as her well-known look-alike, Julia Roberts, a job she finds exceedingly difficult, especially when confronted with someone who knows “Julia” well (Bruce Willis in an extended cameo).

As before, the big stars get most of the screen time. Bernie Mac essentially vanishes early on, and Casey Affleck, Scott Caan and Eddie Jemison aren’t around much either. Damon shines Linus’ denseness up to the light for all to see, while Don Cheadle as the Cockney, Carl Reiner as the most respectable of the lot, Elliott Gould as the most vulgar and Shaobo Qin as the man who can fit in a carry-on bag do almost precisely what they did the first time around. For their parts, Clooney and Pitt embody the essence of the goofing Rat Pack spirit, 21st-century style, which is precisely what is asked.

Aside from Willis, a certain co-star of Roberts from “Erin Brockovich” makes a key unbilled appearance late in the game, a move anticipated by an early admiring reference to “Miller’s Crossing.”

Soderbergh and his lenser alter ego Peter Andrews match the vitality of the cast and settings with lush widescreen visuals captured as if by an on-the-run photographer with a good eye. Milena Canonero’s costumes are a dream, and Philip Messina’s production design elegantly complements the locales.

But pic may get its biggest boost from David Holmes’ eclectic score, which is boisterous and hot by turns as it dances a clever path through jazz, big band and rock but always with a punch to the film’s energy level.

Ocean's Twelve

Production

A Warner Bros. release, presented in association with Village Roadshow Pictures, of a Jerry Weintraub/Section Eight production. Produced by Weintraub. Executive producers, John Hardy, Susan Ekins, Bruce Berman. Co-producers, Frederic W. Brost, Gregory Jacobs. Directed by Steven Soderbergh. Screenplay, George Nolfi, based on characters created by George Clayton Johnson, Jack Golden Russell.

Crew

Camera (Technicolor, Panavision widescreen), Peter Andrews; editor, Stephen Mirrione; music, David Holmes; production designer, Philip Messina; art directors, Tony Fanning, Eugenio Ulissi (Rome), Jean-Micheal Hugon (Paris/Monaco); lead set designers, C. Scott Baker, Andrea Dopaso, Lori Rowbotham Grant; set designers, Billy Hunter, Lauren Polizzi; set decorators, Kristen Toscano Messina, Jaap Hoek (Amsterdam), Cynthia Sleiter (Rome); costume designer, Milena Canonero; sound (Dolby Digital/SDDS/DTS), Paul Ledford; supervising sound editor/re-recording mixer, Larry Blake; assistant director, Gregory Jacobs; stunt coordinator, John Robotham; casting, Debra Zane. Reviewed at Warner Bros. studios, Burbank, Dec. 1, 2004. MPAA Rating: PG-13. Running time: 125 MIN.

With

Danny Ocean - George Clooney Rusty Ryan - Brad Pitt Linus Caldwell - Matt Damon Isabel Lahiri - Catherine Zeta-Jones Terry Benedict - Andy Garcia Basher Tarr - Don Cheadle Frank Catton - Bernie Mac Virgil Malloy - Casey Affleck Turk Malloy - Scott Caan Francois Toulour - Vincent Cassel Livingston Dell - Eddie Jemison Yen - Shaobo Qin Saul Bloom - Carl Reiner Reuben Tishkoff - Elliott Gould Matsui - Robbie Coltrane Roman Nagel - Eddie Izzard "Molly Star"/Mrs. Caldwell - Cherry Jones Van der Woude - Jeroen Krabbe Tess Ocean - Julia Roberts Basher's Engineer - Jared Harris

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