"Ocean's Twelve" picks up some three years after "Eleven." The intrepid 11 -- Danny Ocean (George Clooney), Rusty Ryan (Brad Pitt), Linus (Matt Damon), Basher (Don Cheadle), Frank (Bernie Mac) and the rest -- are living their respective lives fairly high-on-the-hog after the $160 million heist from the Vegas casino of mob boss Terry Benedict (Andy Garcia). Now they've been ratted out by a rival thief called the Night Fox (Vincent Cassel), who's got a chip on his shoulder. Terry gives them two weeks to come up with $90 million, or else.

As it turns out, "Ocean's Twelve" is an even more insipid movie than "Ocean's Eleven," which itself was pretty stupid but at least was kind of cool. Here, there's a complicated double-cross deal going on, and Rusty is on the lam from an ex-girlfriend/euro-cop (Catherine Zeta-Jones) who's hot on his trail. As for the rest of the crew, they are for the most part just talking units for snappy dialogue about cons and heists and jobs and each other's sexuality issues. It's all rank foolish -- a ridiculous excuse for movie stars to hang out in lovely European settings wearing designer clothes.

To be fair, the cinematography is exquisite, and all the players seem to be having fun, especially during the most superfluous moments, including a sequence that has Tess (Julia Roberts) pretending to be Julia Roberts and running into Bruce Willis pretending to be himself. It would be witty if it weren't so irritating. Starring George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Andy Garcia, Don Cheadle, Bernie Mac and Julia Roberts. Directed by Steven Soderbergh. Written by George Nolfi. Produced by Jerry Weintraub. A Warner Bros. release. Comedy. Rated PG-13 for language. Running time: 120 min