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Spotlight "Ocean's Twelve"

Three-and-a-half stars. The original "Ocean's Eleven" was less a movie and more a nightclub act involving star Frank Sinatra and his Rat Pack buddies: a 1960 snapshot that delighted fans who couldn't get enough of them in Las Vegas, and therefore enjoyed an opportunity to watch the boys goof their way through what was intended to be an elaborate heist flick.

As a film, Sinatra's "Ocean's Eleven" doesn't hold up terribly well; it's too long and much too slow, and the scheme involving the simultaneous robbery of five casinos skips quite a few rather important details.

Director Steven Soderbergh corrected those flaws for his 2001 remake, when he assembled George Clooney and a contemporary cast every bit as radiant - here and now - as Sinatra's crew had been, four decades earlier. Thanks to shameless mugging and a slick script from Ted Griffin, Soderbergh's updated "Ocean's Eleven" improved on the original and gave us the best of both worlds: a clever storyline and all those popular stars.

"Ocean's Twelve," on the other hand, hearkens back to its predecessor's roots: The good-natured joshing between Clooney & Co. is pretty much all this film has to offer, which is just as well ... because George Nolfi's script almost defies comprehension. Thanks to an irritating lack of details and Soderbergh's signature tendency to screw around with chronology - bouncing back and forth a few times - the central plotline really doesn't make any sense.

Mind you, I didn't care all that much, and probably for the same reason audiences overlooked the plot irregularities back in 1960. "Ocean's Twelve" is so darned fun that its (often glaring) imperfections are easily overlooked.

The broad strokes are easy enough: Las Vegas strong man Terry Benedict (Andy Garcia), still smarting over the way Danny Ocean (Clooney) and his crew emptied his impenetrable vault, has tracked them down and is demanding the return of every penny, plus interest ... or bullets will fly. Unable to operate in the United States because their reputations precede them, Danny and his gang head to Europe, where they hope to achieve a score large enough to pay off Benedict.

Additional wrinkles include a Europol agent - Catherine Zeta-Jones, as Isabel Lahiri - whose skill at solving sophisticated thefts derives from the fact that she was raised by a famously clever (but sadly deceased) master thief; and a snobbish French playboy - Vincent Cassel, as François Toulour - who moonlights as a cunning cat-burglar known for his signature at the scene of his crimes: a small black fox figurine.

Toulour, it seems, has his knickers in a twist because a colleague had the temerity to suggest that Danny Ocean was the best in their league. Determined to settle the matter, the spoiled and slightly petulant - but always charming - Toulour orchestrates Danny's troubles with Benedict, just to ensure our hero's participation in a competitive scheme to steal a priceless Fabergé egg. By definition, whoever gets the egg first will be crowned the champ.

Fair enough. The subsequent details, though, are just this side of impenetrable. Nolfi's sole screenwriting credit notwithstanding, the film feels ad-libbed, with individual moments existing only to allow these scene-stealers to send up their own images or poke at each other. If that means blatantly contradicting continuity, well, so be it.

The manner by which Toulour "defeats" a laser alarm system, for example, may be a highly entertaining bit of directing and editing ... but it defies logic on so many levels that I scarcely know where to begin.

Although Nolfi and Soderbergh work hard to grant at least some screen time to everybody, the best lines and the bulk of the action still go to Danny, the master planner; Rusty Ryan (Brad Pitt), the detail man; Linus Caldwell (Matt Damon), the pickpocket ... who really doesn't get to exploit those talents; and Basher Tarr (Don Cheadle), the explosives expert.

Julia Roberts' role has been expanded; her Tess once again has succumbed to Danny's charms, and she's mortified when their plans to celebrate their "second third anniversary" are derailed by Benedict's untimely arrival. Although largely absent during the film's lengthy middle sequence, Roberts does reappear when Linus comes up with a killer approach to the Fabergé egg ... by having Tess pretend to be the actress to whom she bears an uncanny resemblance: Julia Roberts.

What follows is very funny, although - as with much of this film - sheer nonsense.

The always sophisticated Zeta-Jones also gets considerable exposure, in part because Isabel "has history" with Rusty. Still smarting over the way he abandoned her three years earlier - Rusty deemed it the better part of valor, since she was within inches of nailing him for an earlier heist - Isabel has vowed to put Danny, Rusty and all the rest behind bars.

The rest of the guys aren't exactly ignored, but they don't contribute much. Bernie Mac's Frank Catton spends more time getting manicured than cracking safes, while Carl Reiner and Elliott Gould do little beyond acting cranky and condescending as, respectively, Saul Bloom and Reuben Tishkoff. Chinese acrobat Shaobo Qin once again astounds as the incredibly limber "grease man," Yen, although his biggest contribution is getting stuffed into a soft-sided suitcase that accidentally gets sent to the wrong destination due to a handling mishap.

That leaves surveillance, computer and electronics specialist Livingston Dell (Eddie Jemison), a frustrated stand-up comic who has saved his share of the Vegas heist by living with his parents; and the Malloy twins, Turk and Virgil (Scott Caan and Casey Affleck), the car and transportation experts. A few putdowns aside, these three guys are sadly superfluous.

As also was the case with Sinatra's original, "Ocean's Twelve" gets considerable mileage from a host of unexpected guest stars: British actor/comedian Robbie Coltrane, as a suave thug who flusters the eager-to-please Linus while helping set up a caper in Amsterdam; comedian/actor Eddie Izzard, as an eccentric inventor; longtime Soderbergh alumni Cherry Jones, whose role is best left undisclosed; and a few more whose appearances should remain surprises.

The production credits are sensational, from Milena Canonero's luxurious costume design and Philip Messina's opulent production design, to Stephen Mirrione's tight editing and David Holmes' whimsical, jazz-hued score.

Soderbergh rides herd on his frequently prankish crew with reasonable efficiency, and his slick directorial flourishes convey an illusion of careful methodology; I suppose we should be grateful that Nolfi's story makes as much sense as it does.

Ultimately, you probably won't care; "Ocean's Twelve" will be remembered for its extemporaneous moments, as when Julia Roberts imitates Julia Roberts, or when Qin folds himself into that suitcase, or when a hilariously fogged Damon attempts to understand precisely what the hell Clooney, Pitt and Coltrane are saying to each other.

I wouldn't mind seeing them all come back for "Thirteen" in another few years. What's not to like?

Rated PG-13, and rather too harshly, for profanity

- Reach Derrick Bang at dbang@davisenterprise.net or 747-8047

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