When the breezily entertaining Ocean's Eleven remake earned almost a half-billion at the box office, a sequel was inevitable. How could director Steven Soderbergh deliver more of the same, only different? By switching the locale to Europe (a concession to international markets), and by treating the plot as a diversion that no one takes seriously. Star power and in-jokes make Ocean's Twelve an easy film to watch, but a hard one to care about.

The most noticeable difference is the shift in screen time for the top-billed stars. George Clooney, who won the girl and defeated his foil in the last film, retreats to the sidelines here. It's up to Brad Pitt and cast newcomer Catherine Zeta-Jones to pick up the slack. Pitt digs into his role as a failed hotelier, while Zeta-Jones projects an abused wistfulness that is as calculated as it is appealing. Meanwhile, Julia Roberts is reduced to playing herself-literally, which in most films would be an especially desperate plot twist. Lower-billed actors don't fare as well. Bernie Mac is in jail almost the entire picture, Andy Garcia has two scenes, Robbie Coltrane comes and goes in a moment, etc.

The Ocean films are all about how hip the stars are, and viewers for recognizing that fact. George Nolfi's script, which early on drops all pretense of trying to one-up the previous film, centers on how jealous outsiders are of the gang. Soderbergh can dispense with most of the nuts and bolts of plotting because nothing is more important than the stars. Clooney's Danny Ocean and Pitt's Rusty Ryan speak in a sort of shorthand, truncating their sentences, while their cronies have nicknames for scams, like comics so tired of jokes that they've reduced them to numbers.

The story forces Danny to come up with $160 million to pay back mobster Terry Benedict (Garcia). His gang is too hot to work in the States, but Europe doesn't seem any easier, because a famed crook known as the Night Fox (Vincent Cassel) keeps beating them to the punch. Ocean's cronies go through elaborate maneuvers that accomplish nothing. They all end up in an Italian jail, as apt a metaphor for the film as any other.

Gossip from the set focused on how much fun everyone was having, and there's no denying Ocean's Twelve's glossy, skin-deep charm-or the sense that actors like Damon and Roberts are waiting to get back to something serious. As long as audiences find Clooney and his cronies hip, they will put up with shaggy-dog shenanigans like Ocean's Twelve. But once the Rat Pack fell out of favor, it took decades to resurrect its swinging ethos.