Steven Soderbergh's "Ocean's Twelve" goes above and beyond the call of the ordinary Hollywood movie. It's so well made and undeniably entertaining it should leap from tall buildings and wear a big "S" on its chest. Given the industry insistence on flimsy movies or pandering ones, the skill on display in "Ocean's Twelve" feels like an act of heroism, rescuing us from gooey contraptions like "National Treasure."
But while watching George Clooney, Brad Pitt, and the gang wear fine suits, joke, and burgle is excellent fun, "Ocean's Twelve" leaves you feeling overdosed with celebrity and hung over on the gallery of inside jokes that are gleefully built around them.
"Ocean's Eleven" was a remake of the grubby Rat Pack heist movie from 1960, and if the original was an ode to impenetrable cool, Soderbergh's 2001 overhaul played like an essay on stardom. Clooney and Pitt gave a breezy little course to Casey Affleck, Scott Caan, and, most crucially, Matt Damon, in how to conduct themselves with a modicum of style. The movie went fast, made no fuss, and managed to leave your head the minute it was over. But it had plenty of wit, and, where Carl Reiner's grifting codger and Elliott Gould's tacky mensch were concerned, traces of showbiz soul. In the process, Soderbergh made expensive commercial moviemaking seem outrageously easy.
The new film achieves the same sleight of hand. The difference now is that this sequel takes its American ideas of fame and fabulousness global. The boys have to reimburse Terry Benedict (Andy Garcia) the $160 million they stole from three of his Las Vegas casinos in the previous film -- plus interest, which puts the tab close to $200 million. Benedict drops in on nearly everyone in the offending crew, coolly prying them from luxury's lap.
Clooney's Danny Ocean has been living in the Connecticut suburbs with Tess (Julia Roberts); Yen (Shaobo Qin) exists in his own private Jay-Z video in a Miami mansion; Basher (Don Cheadle) is holed up in a London recording studio; and Rusty (Pitt) runs the Standard Hotel in Los Angeles. Benedict got his money back from the insurance company. Now, he's just being spiteful: It's his money or their lives.
The boys reunite, tally how much of their haul they've spent, and try to devise a gig with a payday that will make up the difference. So it's off to Amsterdam, Rome, and Paris, where more seemingly impossible heists await. They'll have to pull them off without Reiner, who, at his age, decides it's better to take the risk and enjoy his spoils.
There's another complication, one that turns out to be a welcome development for the film. Someone is hitting the targets before Ocean's crew arrives: a legendary thief who calls himself the Night Fox. He's miffed that their international renown is encroaching on his, so offers to compete with them for the title of "best thief in the world." If Danny wins, the Night Fox foots the crew's bill.
The Fox is played by Vincent Cassel, the slippery French star who is part heartthrob and part weasel. It's hard to believe this film is big enough for another ego, but indeed it is. I haven't mentioned, for instance, that Catherine Zeta-Jones is now in on the action, as Isabel Lahiri, the sexy Interpol agent and ex-girlfriend breathing down Rusty's neck. No woman has ever made Pitt look as nervous as Zeta-Jones does. Their scenes together have a pleasing cat-and-mouse zing. And Isabel's determination to catch Rusty seems like an act of vindication, although her version of revenge feels a little chummy.
Soderbergh isn't built for weighty moviemaking (the political and the intellectual simply don't become him), which is why "Traffic," for all its epic overtures about drugs in America, is ultimately more memorable as a paranoid, color-coded public service announcement about bad parenting. Still, he can certainly conjure a mood of gravity. There are dramatic moments in "Out of Sight," "Erin Brockovich," and "Solaris," but it's a style of storytelling he hasn't successfully sustained since "sex, lies, and videotape," and that was 15 years ago.
But when it comes to frivolity, Soderbergh is the best craftsman in the business. This new movie has a narcotic hook, and, like a lot of his work, the episodic feel of a high-wattage TV show that disguises itself as cinema and gets away with the ruse. The photography, the editing, the clothes, the locations, and David Holmes's jumpy jazz-lounge score are all delicious. The witty script by George Nolfi manages to flesh out and juggle almost two dozen characters and deftly pulls off at least three endings. Yet with its silly heists, knowingly silly dialogue, and silly self-obsessions, this might be one of the most frivolous movies ever made.
In its last act, the film gets inspired even as it takes its narcissism over the top. Eventually, things get tight in the race with the Night Fox, members of Ocean's crew start getting pinched, and Damon's Linus, the guy who's looking to have more say in how these capers are devised, hatches a scheme to bail them out. What follows is an ingenious plot twist that will probably bring the house down. But it also turns the movie on its head, and we're forced to ask ourselves why this development is worth cheering. It's bold and unexpected, but it also speaks to how grandly conceited and cavalier this movie is.
That, of course, is not something that hits you until you're a mile away from the theater. Still, more explicitly than any of his other movies -- even the stupid showbiz prank "Full Frontal" -- the film Soderbergh's made is about promiscuous stargazing. And you don't need a brain for that, just two eyes and a mammoth appetite for heavenly bodies.
Wesley Morris can be reached at wmorris@globe.com