Catherine Zeta-Jones and Julia Roberts crash the boy's club of Ocean's Twelve and commit the only notable thefts in the movie.

You don't want to look at anything else when Zeta-Jones is on-screen. All her neurons click as a Europol sleuth who used to be Brad Pitt's lover; her sizzling alertness would be hard to resist even if she weren't a knockout. Roberts, as George Clooney's wife, doesn't do as much as Zeta-Jones. But she pulls off a climactic bout of good-natured self-parody that makes these silly fellows look self-satisfied.

As in Ocean's Eleven (2001), Clooney as master thief Danny Ocean and Pitt as his right-hand man continue to push their Gatorade brand of Malibu frat-house bonhomie. They must think it's a valid update of Frank Sinatra and Dean Martin's highball chemistry in the original 1960 heist flick. How sad.

According to the standard line, the remake is "a better movie," but even in 1960, fans didn't flock to Ocean's Eleven expecting an airtight caper. Audiences went to savor the group charisma of Frank and Dino and Sammy Davis Jr. as they celebrated their off-screen friendship.

They weren't merely first-rate entertainers and outsize personalities. They were the adult pop rebels of the Eisenhower and Kennedy eras. They extended nightlife fun and games, and a hard-knocks joie de vivre, into modern maturity -- they made middle age come off as prime time. And the '60s plot mirrored their wild-bunch dissatisfaction with proper postwar life: It was about a World War II paratroop squad teaming up after 15 years for one big score to repair their shattered adult dreams.

The new Ocean movies never set off comparable reverberations. Clooney has been a wily actor and Pitt a game one. But they don't represent anything beyond a generalized guy's-guyhood and buff glamour.

The sole engaging aspect of their Ocean's Eleven was the stars' transparent delight in appearing "cool" -- and that slender charm wore out, partly because the movie wasn't that much better than the original. Implausibilities wreaked havoc on the storytelling. The buoyancy left the picture as soon as the gang started rehearsing their plan in a casino strongroom mock-up so elaborate you thought they'd detoured into a dream sequence.

Ocean's Twelve is much worse. The story would seem to be surefire: Learning that Ocean and his crew were the ones who robbed him, a Vegas casino owner (Andy Garcia) demands his money back, with interest. Ocean and company go to Europe in search of a quick, huge payoff -- and their quest turns into a contest with Europe's No. 1 bandit (Vincent Cassel).

So far, so serviceable. But director Steven Soderbergh and screenwriter George Nolfi fail to exploit their sturdy plot. Instead of generating rooting interest and exploring potential oddities in the stars' elusive personalities, they indulge in post-modernist doodling as they fracture chronology and withhold information.

These malfunctioning magicians shuffle the script's pages like a deck of cards -- and watch in perverse delight as bits and pieces of each scene scatter across the screen. Instead of shocked delight, what the moviemakers conjure is befuddlement.

Most of the crew again fade in the manufactured glow of Pitt and Clooney. This film reduces Bernie Mac to a glorified walk-on or lay-down: His one memorable image arrives early, when he reclines to get his nails done.

Unlike movies that carefully take us through the mechanics of break-ins, Ocean's Twelve treats everything facetiously and mostly in terms of show-biz, from cute Variety-style code names for different scams and gambits to arguments over status and billing. (As criminal elder statesmen, Elliott Gould and Carl Reiner at least know how to put over this easy in-joke comedy. Unlike creatures of our digital times, they still have greasepaint in their veins.)

The third man on this film's Hollywood totem pole, Matt Damon, does represent something -- a toughened juvenile idealism -- and is a keener actor than Pitt or Clooney to boot. As their junior partner, who's aching to move up, he earns laughs with his character's shame and bashfulness and gumption.

But Damon and the women can't compensate for slapdash camerawork that shreds inviting views of Amsterdam and Rome, a major plotline that devolves into a shaggy-dog story, and chatter that registers as meandering improv comedy.

The central failing remains: Compared to Sinatra's Rat Pack, Clooney and friends are Mouseketeers.

Ocean's Twelve

Starring George Clooney, Brad Pitt, Matt Damon, Julia Roberts, Catherine Zeta-Jones

Directed by Steven Soderbergh

Released by Warner Bros.

Rated PG-13

Time 120 minutes

Sun Score *1/2

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