Some people might think that Ocean's Twelve couldn't be much of a movie. That's understandable: like most sequels of remakes of films that weren't very good in the first place, it certainly can be seen--even while you're watching it--as more of a marketing hook than an actual picture. On the other hand, in terms of its self-evident love of films and filmmaking, it's a whole lot of movie.

The story, from Logan's Run author George Clayton Johnson and others, is just about serviceable, but what makes director Steven Soderbergh's Twelve better, not just bigger, than his Eleven is the easygoing pleasure everyone is having on-screen. As usual for this type of thing, the just-one-more-job plot (with Andy Garcia on their asses as the casino owner who wants his money back) is simply an excuse to get the gang together and send them on a paid vacation--here to Amsterdam, Rome, and farther.

As transitory as the locations are the accents of: Catherine Zeta-Jones, as the Interpol detective who previously, we see in tart flashbacks, fell for Brad Pitt's unflappable Rusty; Don Cheadle, as a Cockney bag man; and Robbie Coltrane, as a double-talking contact who sends them on their way to something or other. (Sorry, but the explanation was more confusing than the setup.)

Zeta-Jones is hardly hindered by the confusion; she gives off the kind of glamour Hollywood did in its sleep in the 1940s, while forging a leather-clad character you're rooting for even when her plans threaten to undo those of our Oceanic buddies.

Julia Roberts initially seems to be reprising her thankless part from the first flick, as the long-suffering wifey of ringleader Danny Ocean (George Clooney, of course), since she virtually disappears after the first scene. But when she does return, it's with a vengeance--of a self-referencing sort--with her character asked to send up the actor's own celebrity.

Other A-listers show up for cameos, to varying effect. Also passing through, alongside Vincent Cassel as a rival Euro-thief, are myriad references to genre-spoofing classics by the French new wavers and Stanley Donen caper flicks, with everything held together by a luxuriously funky score from David Holmes, who adds sticky organ grease to his Burt Bacharach strings. The nervous jump cuts and disorienting long shots try to fool you into thinking this is cheap, '70s-style fare, but that can't quite trick even the untutored viewer into ignoring the gorgeousness of the wide-screen cinematography from Chris Connier and Soderbergh himself.

With Ocean's crew increasing exponentially, some of the side players do get lost in the shuffle, although plenty of attention is paid to Matt Damon's Linus, who figuratively drags his blanket behind Rusty, who is supercool, even with his Charlie Brown haircut. In any case, there's something delightfully off-centre--and yet very inside--about a movie in which Pitt's character goes after Topher Grace, playing a paranoid, straggle-haired version of himself, seemingly just so Pitt can yell, "Jeez, Topher, don't go all Frankie Muniz on me." Too bad all crime can't be this much fun.