1960's "Ocean's Eleven," the original crime caper starring Frank Sinatra and Dean Martin, wasn't followed by a sequel, but then, times were different 45 years ago and not every major motion picture warranted one. They still don't, and "Ocean's Twelve," the ego-driven follow-up to the 2001 all-star remake, "Ocean's Eleven," is proof positive of that. Once again directed by Steven Soderbergh (2002's "Solaris"), who almost delights in taking on a project so far beneath his natural talent, the film is an excuse to reunite the mega-wattage A-list cast, who look like they're on vacation funning around with pals rather than making a movie. The script and story make no difference in Soderbergh's domain, who trusts that the attractiveness of his cast will save the day. The humdinger is that he comes close to succeeding. The debit is that he doesn't even seem to be trying.

It has been three years since the Ocean's Eleven gang stole $160-million from a trio of Las Vegas hotels owned by cigar-chomping Terry Benedict (Andy Garcia), and leader of the pack Danny Ocean (George Clooney) has since semi-retired in marital bliss with the lovely Tess (Julia Roberts). When Terry suddenly comes knocking, demanding the money back that they stole within 14 days, the entire crew, including the sneaky and suave Rusty Ryan (Brad Pitt) and outsider pickpocket Linus Caldwell (Matt Damon), have no choice but to reconnect and start planning another heist. Having worn out their welcome thieving in America, they turn their attentions to Amsterdam and Rome. As the planning and plotting get underway, Rusty spots his ex-girlfriend, ace detective Isabel Lahiri (Catherine Zeta-Jones), in town and suspects the encounter might not be a coincidence.

Photographed with a blemish-free veneer by Chris Connier and Steven Soderbergh, "Ocean's Twelve" is so sleek and shiny one can nearly see their own reflection while watching it. It is also so terminally empty from a subjective level as to be transparent. "Ocean's Eleven" held the same characteristics, but was better because it, at least, treated its heist story with tension and seriousness. "Ocean's Twelve" holds no suspense, the so-called heist arriving in a quick two-minute flashback at the end that is snappily edited, but feels like a joke. All of "Ocean's Twelve" feels like an elaborate prank, in fact, as if Soderbergh had a couple weeks free and thought it would be entertaining to shoot some film of his movie star friends, a justifiable point to it all, be damned.

Ultimately, even as mere buffoonery, "Ocean's Twelve" soars from scene to scene in a diverting haze of exotic locations, spitfire technical stylishness, quirky individual moments, and people so gorgeous they should be arrested. By the third act, most of the characters do visit the clink, but for a different reason altogether than sexiness. Director Steven Soderbergh has a way of keeping the pace moving even when everything is immobile, which is most of the movie, and is an incredible craftsman when it comes to incorporating pitch-perfect musical choices—the jazzy-cum-techno score by David Holmes (2002's "Analyze That") included—and snazzy, hip scene transitions and editing techniques.

There are also a number of clever in-jokes and self-referential humor that work gangbusters. The introduction to Ocean's Eleven member Basher Tarr (Don Cheadle) is very funny, his rapid-fire profanity bleeped out by natural room noises in an intentionally cheeky attempt to retain a PG-13 rating. In another scene, Isabel's cell phone rings to the recognizable beat of the Psychedelic Furs' '80s pop song, "Pretty in Pink," and she holds off on answering it until the chorus has finished. Best of all, in an elongated sequence so ingenious as to cause near-audible giddiness from the viewer, Tess is brought in to join the Ocean's squad in a last-ditch effort to free them from a pickle, posing as a—shall we say—familiar face. This scene is so unbelievably daffy that it probably shouldn't work, but does because the writing is sly as a fox and Julia Roberts (2004's "Closer"), a great sport, tears into the unlikely circumstance with relish.

If all of "Ocean's Twelve" held the same level of inspiration as this centerpiece involving Roberts, the film would be worthy of recommending and superior to the original. Unfortunately, the quick-witted tiny moments are stuck in between huge sections of down-time where screenwriter George Nolfi (2003's "Timeline") spins his wheels on air. The ensemble, pleasing aesthetics and charisma notwithstanding, are grossly wasted and forgettable—with two further exceptions besides Roberts. Matt Damon (2004's "The Bourne Supremacy") gets better screen time as eager pussycat Linus, who is tired of standing on the sidelines and wants to be a more important part of the caper, while Catherine Zeta-Jones (2004's "The Terminal")—a new face in the series—is the only actor to treat their part as if it were in a credible film where character shadings were asked for. Zeta-Jones is quite pleasant as Isabel, Rusty's lost love, despite eating up a lot of time from the other actors on a generally needless subplot. In comparison, Bernie Mac (2004's "Mr. 3000"), Casey Affleck (2000's "Drowning Mona"), Scott Caan (2001's "American Outlaws"), and Don Cheadle (2004's "Hotel Rwanda") are barely there at all, blending into the background and playing no decipherable part in the heist.

Sure, "Ocean's Twelve" has its beguiling aspects and is only meant to be taken at face value, but a certain point comes in the proceedings where even the silky exterior begins to tarnish. These characters did not deserve another movie, and they certainly could have done better than the trivial, valueless plot they have found themselves in this time. Director Steven Soderbergh has made a pretty picture, but not a good one, mistaking smug vapidity for outward attractiveness. The last scene of "Ocean's Twelve" is the final straw, a dinner get-together with the cast played to an upbeat soundtrack. As they laugh and cavort with one another, the viewer watches them with a detachment only equaled by a growing distaste for them. "Ocean's Twelve" is not only on autopilot, it's so full of shameless vanity that each ticket stub should come with a mirror, a make-up case, and a high-priced plastic surgeon.