Asked about why he signed on to direct the first Ocean's Eleven, Steven Soderbergh said something along the lines of how he was interested in the intermingling of men and women in a group context. Or something like that. Now, Soderbergh is a cheeky fellow, the type who might say something like that with a straight face, knowing full well he's just made the ultimate star studded crowd pleaser; but at the same time, he's an intelligent artist with a lot of integrity; the type who would follow up his biggest hit with films like Full Frontal or Solaris. He's not the sort of director who would repeat himself for the sake of the paycheck, nor would he would readily make a sequel just because its predecessor made a huge amount of money and the studios wanted it.

So while Ocean's Twelve doesn't find him reinventing the wheel, so to speak, it does find him indulging in interests other than simply making another fun heist film. He's made a distinctly European film. By that, I don't mean that he's made a film set in Europe. What I mean is that cineastes will watch this and see the work of a director taking inspiration from, and paying homage to, such eminent filmmakers as Bernardo Bertolucci, Michaelangelo Antonioni and -- especially -- Jean Luc Gordard. It's apparent almost instantly: just look at the way he introduces the city of Amsterdam, the first stop of Danny Ocean and Co. on their tour of Italy, and try not to be reminded of the landmark opening titles of Godard's Bande a part.

The film begins three years after the first film. Actually, it begins three years before that , so that it can introduce the longstanding dichotic relationship between Interpol Detective Isabel Lahiri (newcomer Catherine Zeta Jones) and born thief Rusty Ryan (Brad Pitt). Then it jumps forward to the aftermath of the Bellagio Heist. Hotel owner Andy Garcia tracks down all eleven members of the original crew -- Pitt, George Clooney, Matt Damon, Casey Affleck Scott Caan, Bernie Mac, Elliot Gould, Carl Reiner, Eddie Jamison, Shaobo Quin, and Don Cheadle -- and tells them to return the money. With interest. In two weeks. Or he'll have them killed. Painfully. Because the movie would not exist otherwise, they all cheerfully comply and set out to Europe to earn the money the only way they know how.

From what I understand, the movie's screenplay, credited to George Nolfi, was not originally a sequel to Ocean's Eleven. It was a heist script the studios found sitting on their shelves, which was retooled to provide a plot for this film. I'm willing to bet that very little of that script remains in the film, other than the basic outline, and those parts that do remain are where the movie generally fails. These scenes involve most of the heist material; for example, the first job the crew pulls when they get to Amsterdam, which involves lifting a building off the ground in order to steal an antique stock certificate from Jeroen Crabbe. Why they want to steal the stock certificate, which is worth only a tiny fraction of the what they owe, is never completely clear; nor is the methodology by which they hydraulically lift the building out of its foundation. The first film showed them amassing the mechanical requirements for the big heist over a matter of weeks; here, they decide to move the building in one scene and in the next they have what they need to do it. Without the thrill of invention, it's honestly a little dull.

There are other problems. The first film was masterful in the way it gave equal attention to all the characters, but the huge cast seems a bit more unwieldly here. Case in point: Bernie Mac gets pinched by Isabel early on and spends the rest of the movie, off screen, in jail (or, in real life, shooting his television show). Then again, there are so many flashbacks, flash forwards and deft double crosses that a dilution of the cast actually may have been a necessity, regardless of the actors' conflicting schedules.

What works, though, are all the scenes where Ocean's crew talks about the heist(s); or, to be more exact, intend to talk about the heists but then digress into other subjects, such as how old Clooney looks or how long their greaseman can last inside the suitcase he's stuffed himself. When I first realized the approach Soderbergh was taking to the film, I wished he would have also followed the example Godard set on such classics as Breathless and the aforementioned Bande A Part; i.e. making the script up with the actors on a day to day basis. As the film progressed, I began to realize that Soderbergh was doing this, more or less. Despite the two week countdown that we're reminded of every few scenes, the film has a relaxed, lackadaisical tone that's more about letting the actors hang out and have fun than it is telling a compelling story. Clooney, Pitt and Damon in particular have a rapport that is and endless joy to watch. And then there's Julia Roberts -- but I'll get to her later. It all must have been such a jolly old time that a handful of other actors show up to get their share of the fun: Robbie Coltrane, Jared Harris (swearing with aplomb in gleeful spite of the PG-13 rating), Eddie Izzard and a few others show up for a scene or too. Some of them are graduates of other Soderbergh efforts, like Cherry Jones, or Peter Fonda (whom I missed, but whom the credits claim plays Matt Damon's father -- I think he might have just been a voice over).

Eventually, the full scope of the story comes into view. A master French thief who goes by the name of the Jade Fox (Vincent Cassel) gives Ocean a challenge; if he and his crew can steal one of the Faberge Eggs before he himself nabs it, then he'll personally pay the full debt to Terry Benedict. The way the Jade Fox sees it, whichever one of them manages the lift earns the right to the title of Best Thief In The World. Ocean accepts, more out of necessity than pride, and he beings planning the lift. Again, Soderbergh's disinterest in normal thievery takes precedence, because before the heist can take place the whole crew gets caught by Isobel and thrown in jail -- except for Damon, Affleck and Caan, who decide to call Ocean's wife Tess (Julia Roberts) over from America to help them.

How she helps them is the centerpiece of the film, its masterstroke and the one element that everyone will surely be talking about. What she does I will not reveal, and I'd strongly suggest seeing the movie before someone else spoils it for you. It's absurd and ridiculous, but it works because Julia Roberts goes along with the joke so wonderfully. This is the second time in one week that I've been astounded by her; between this and Closer, she seems to be hitting a sudden career stride. If only she'd work with directors of the quality of Soderbergh and Nichols! They treat like her an actress, rather than a star, and in turn she actually acts. It was a joy to see her crash and burn in Closer, and here it's just as much of a treat to see her lighten up.

Her appearance in the last act is enough of a whammy that I imagine audiences will be sold on the movie, and that it will be another hit; at the same time, it's not the perfectly well oiled machine that the first film was, and it may not warrant an Ocean's Thirteen. Soderbergh's approach grates too frequently with the inherent structure of a studio heist film, and I think that when he's bored with the movie, it shows. In perfect world, he'd have thrown away the script completely and improvised the entire movie, but what can you do. In a way, this is a more similar stylistically to Full Frontal than to the Ocean's Eleven; like that film, it's not one hundred percent successful, but it's a mixed bag that's too interesting to ignore. And, in this case, far moreso than Full Frontal if not quite as much as Ocean's Eleven, it's too much fun to deny.