Driven by director Steven Soderbergh's hankering to shoot in Europe and the fortuitous discovery of an existing George Nolfi screenplay called "Honor Among Thieves" — suitable for reconfiguring to accommodate the sprawling OCEAN'S ELEVEN (2001) cast — this lackluster sequel was surely much more fun to make than it is to watch. Three years after Danny Ocean (George Clooney) and his 10 accomplices split the $160 million jackpot they stole from casino owner Terry Benedict (Andy Garcia), each gets a visit from the still seething Benedict, who wants his money back, with interest, in two weeks. So the crew — Rusty Ryan (Brad Pitt), Linus Caldwell (Matt Damon), Basher Tarr (Don Cheadle, whose cockney accent is no more convincing than it was the first time around), Frank Catton (Bernie Mac), bickering brothers Turk and Virgil Malloy (Scott Caan, Casey Affleck), Saul Bloom (Carl Reiner), Reuben Tishkoff (Elliott Gould), Livingston Dell (Eddie Jemison) and Yen (Shaobo Qin) — reassemble to formulate a plan. The titular twelfth is Tess (Julia Roberts), whom Ocean won back from Benedict in ELEVEN; she and Danny should be celebrating their third anniversary instead of contemplating the "till death do us part" portion of their vows. They're all still too hot to pull off another major heist in the U.S., so they invade Europe, crossing paths with colorful supporting characters until the plot threads involving Rusty's ex, a comely Europol agent (Catherine Zeta-Jones) who's down on thieves because her dad was one, and a vainglorious bandit (Vincent Cassell), come together. Then it's on to a series of twists and reversals that culminate in Tess' impersonation of — get this! — movie star Julia Roberts, a ruse complicated by the unexpected appearance of the real Julia's good pal Bruce Willis. The biggest disappointment about this halfhearted follow-up is that while in OCEAN'S ELEVEN every member of the crew was an indispensable cog in the casino heist, here more than half are reduced to glorified cameos. Tess and Saul are left behind in the States for most of the film; Frank, Turk, Virgil and Livingston get thrown into jail; acrobat Yen goes MIA in a misrouted suitcase. The proceedings are no less plausible than the average heist picture, but they're soured by the smug vibe of "isn't it great to be gallivanting around Europe on Warner Bros.' dime pretending you're working because you deign to step in front of a camera and crack wise with your friends?" --Maitland McDonagh
