Steven Soderberg's sequel to "Ocean's Eleven" (2001) resonates with Rat Pack ring-a-ding-ding, reuniting George Clooney, Julia Roberts, Brad Pitt, Matt Damon, Don Cheadle, Andy Garcia, Bernie Mac, Casey Affleck, Carl Reiner, Elliott Gould, Eddie Jemison and Shaobo Qin.

After Danny Ocean (Clooney) and his gang ripped off $160 million from Terry Benedict's (Garcia) Las Vegas Casino, they all went legit but Terry has tracked them down. He wants his money back - with interest. And it's Danny's anniversary with Tess (Roberts) when he and the guys are forced back into action - first to Amsterdam to steal a rare stock certificate, then to Paris for the Faberge Coronation Egg. But they didn't reckon on a top Europol agent (Catherine Zeta-Jones) nor the aristocratic, elusive, agile master thief known as the Night Fox (Vincent Cassel).

While the details of the plans for this international intrigue are fragmented and confusing - and the banter gets quite tedious - when Tess is summoned to impersonate Julia Roberts, who is pregnant with twins, it's quite hilarious. That's easily the best segment of the entire film.

Steven Soderberg serves up tasty European eye candy, including the stunning 19th century Villa Erbe at Italy's Lake Como, where cast members bunked at George Clooney's nearby estate, plus cameos by Bruce Willis, Albert Finney, Robbie Coltrane, Eddie Izzard and Cherry Jones.

Soderberg spent $85 million, the same"Oceans Eleven" budget, so the amiable cast took an even bigger pay cut than before. But no one balked since Soderberg's known for using the same stable of actors as his own informal repertory company. On the Granger Movie Gauge of 1 to 10, "Ocean's Twelve" is a silly 6 but, considering the star value alone, it should sell a lot of popcorn.