The boys are back in town. Actually, they're in several European towns this time--Amsterdam, Rome, the shores of Lake Como--all because nasty Vegas entrepreneur Terry Benedict (Andy Garcia), the man from whom they stole $160 million in "Ocean's Eleven," has tracked them down and is demanding full repayment, with interest. Or else. So the team, with George Clooney and Brad Pitt leading the way, has very little time to pull off several very lucrative heists. In "Ocean's Twelve," however, nothing goes according to plan, and Danny Ocean's gang has more to worry about than Benedict. The glam Europol investigator Isabel Lahiri (Catherine Zeta-Jones) is hot on their trail, and a rival thief, the highly competitive "Night Fox" (Vincent Cassel), wants to beat them at their own game.

It was the characters that made the first movie such a debonair delight. Unfortunately, there's so much going on in Steven Soderbergh's sequel--George Nolfi's screenplay seems like three slightly different movies competing for dominance--that everyone gets short shrift. (Blink and you've missed Bernie Mac.) "Ocean's Twelve" is busier, messier and thinner than its predecessor, and while it looks like the cast is having a blast and a half, the studied hipness can get so pleased with itself it borders on the smug.

Which is not to say there isn't fun to be had. Matt Damon, earnest and befuddled, is particularly amusing playing off Pitt, Clooney and Robbie Coltrane in a scene in which everyone speaks in indecipherable riddles (it's like an outtake from Soderbergh's verbally experimental "Schizopolis"). You'll relish every moment with Elliott Gould and Carl Reiner, though there aren't enough of them. A playful Pitt seems happy to be out of his toga and back in sharkskin, while Clooney, who presides as genial host, is so relaxed it's as if he's padding through the movie in PJs and slippers. Julia Roberts gets to make fun of herself (to explain more would spoil the joke); it's amusing, but only adds to the movie's self-consciousness. This sequel is best enjoyed if you don't take the plot too seriously--and why should you, when the filmmakers obviously don't? If "Eleven" was baccarat for high rollers, "Twelve" is low-stakes poker.