After being robbed of both money and his wife (Roberts), casino boss Terry Benedict (Garcia) wants revenge against Danny Ocean (Clooney) and his 10 thieving pals. To get him off their backs, they'll have to stage heists in Amsterdam, Paris and Rome. But another master thief (Cassel) always seems one step ahead of them. As does a government agent (Zeta-Jones), who has some messy romantic history with Ocean's sidekick Rusty (Pitt).

It's clear from the beginning that this isn't as plot-driven as the first film. Yes, there's far more story here--constant twistings and turnings, with more new characters added every few minutes. But Soderbergh and crew don't even try to make sense of it all; they use the incoherent narrative as mere background for the on-screen antics and knowing jokes (including a ludicrous jab at Zeta-Jones' other heist movie Entrapment). So it's lucky for us that the film is stylish and a little edgy, and that the cast is so clearly having a great time.

Some of the sequences work brilliantly, drawing out the best of the cast (Pitt, Damon and Cheadle get the strongest scenes), while others are badly sidelined (most notably Mac, but also Gould, Reiner and the "minor" team members Caan, Affleck and Qin). Roberts has the oddest role here--she's photographed unflatteringly and then bravely endures the film's most shameless (and extended) inside joke. Zeta-Jones adds class and spark, while Cassel gleefully gives the film a badly needed Eurotrash sensibility.

Meanwhile, Soderbergh cuts between all these characters so quickly that we're only barely aware that he's not bothering to hold the story together at all. But it's not just us--the actors seem as lost as we do, making it up as they go along. But at least it's less smug than the first film, and there's a freewheeling sense of fun in the way the film breezes past one unconvincing twist after another.