Starring: George Clooney, Brad Pitt, Julia Roberts

6 out of 10: Ocean's Twelve is so cool you almost don't notice that it makes almost no sense. Almost.

Reuniting the principal cast, including George Clooney, Brad Pitt, Julia Roberts, Matt Damon, etc. and the director Stephen Soderbergh of the wildly successful Ocean's Eleven and setting the film in Europe would pose, one would suppose, a logistical nightmare. As everyone was so busy with planning and preparation it's easy to forgive them for forgetting to make a heist film that featured a working plot.

And when you see what a great time they're all having making it it's hard to begrudge them the result.

Twelve starts off with the menacing Terry Benedict (Andy Garcia) tracking down each and every member of "Ocean's Eleven" the gang of thieves who robbed him and his three casinos in the first film. He threatens all their lives and demands that they all pay him back, with interest.

The gang regroups, minus Saul Bloom (Carl Reiner) who deems himself too old for one more big heist. They land in Amsterdam where they hastily pull off a complex robbery only to find they've been beaten to the punch by another thief, the Nightfox. The Nightfox (Vincent Cassell) is an ultra-rich master cat burglar who is peeved that his title has been snatched away from him by Danny Ocean (Clooney) and wants a contest to see who the better thief is.

The gang is greatly disrupted by the Nightfox's meddling (he's also the one who gave Benedict their assumed identities and locations). Bernie Mac's character, Frank Catton, goes to jail almost immediately, freeing him up from any more screen time. Rusty Ryan (Brad Pitt) faces off with his old flame, Isabel Lahiri (Catherine Zeta-Jones) who is now an investigator for Interpol. Things go so poorly for them that the inexperienced Linus Caldwell (Matt Damon) has to come up with a contingency plan that involves bringing Tess (Julia Roberts) in from the States to imitate Julia Roberts.

The Julia-plays-Julia segment, which starts out cute, wears its welcome out quickly. Bruce Willis, who must have been in town, plays himself as well. At times he looks like an embarrassed celebrity pulled off of the red carpet to talk to Joan Rivers.

But, the movie has a playful, largely light tone. The script's heist, which was not originally written as Ocean's Twelve but as a regular caper flick that John Woo was rumored to be directing, is, in retrospect, nonsensical. There's also a smudgy bit of family dynamics in the storyline of Isabel Lahiri that falls flat as well. Soderbergh rotates the cast like an outdoor cook turning really pricey hot dogs. Characters reemerge as if to fulfill contract obligations, because they certainly don't contribute to the story.

Twelve is entertaining, as long as you're looking for good-looking people cracking wise. But it's got wide, wide cracks in it.