OCEAN’S TWELVE: Directed by Steven Soderbergh. Written by Soderbergh and George Nolfi. Produced by Jerry Weintraub. Executive produced by John Hardy, Susan Ekins, Bruce Berman. Cinematography, Steven Soderbergh. Production design, Philip Messina. Editor, Stephen Mirrione, Costume design, Milena Canonero. Composer, David Holmes. Starring George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones and Julia Roberts, with Andy Garcia, Don Cheadle, Bernie Mac, Casey Affleck, Scott Caan, Vincent Cassel, Eddie Jemison, Shaobo Qin, Carl Reiner, Elliott Gould. Warner Bros., 2004. PG-13. 120 minutes.

Ocean’s Twelve is funnier than the original, which was a remake of a Rat Pack movie from the 1960s, an era of hard booze, gentlemen crooks and fast cars. The thieves who stole millions from two Vegas casinos in a daring heist in the 2001 movie and got away with it have scattered to various European locales or retired in style in the states.

Now mobsters on Terry Benedict’s (Andy Garcia) payroll are hunting them. Benedict is the can’t-take-a-joke, Vegas entrepreneur, who was fleeced $160 million and lost his girlfriend to Danny Ocean (George Clooney). He wants the money back. Plus interest.

Ocean calls the old crew together after Benedict’s men show up at his California home and hassle his wife, Tess (Julia Roberts). The casino’s money is long gone or tied up in investments, but the guys realize Benedict’s threats are real. There’s nothing for it but another heist. But how can they come up with $20 million in two weeks?

The heist itself is not the subject of the film. The characters are. The camaraderie between the actors as well as their generosity in working for reduced wages in return for a piece of the show is crafty. Clooney, Brad Pitt as Rusty Ryan, second in command, and Matt Damon as wannabe leader Linus Caldwell dominated magazine covers and talk shows before the movie opened. If Twelve busts blocks, they will make a lot of money.

What you pay for at the box office is watching this outstanding, professional cast have a great time in the upper-crust environs of Amsterdam, Paris, Monte Carlo, Lake Como, Rome and Castellamare del Golfo in Sicily. The actors’ off-screen pranks and friendships spill over to create trust and intimacy between the fictional characters, with the result being a movie that doesn’t take itself seriously. A slight vehicle, Ocean’s Twelve may turn out to be one of the better films of the holiday season, since some of the most anticipated offerings won’t play Eugene until January and February 2005.

Director Steven Soderbergh doesn’t like to make the same film twice, and he hasn’t. His best caper film will always be The Limey, and here he doesn’t waste his energy tying up every conceivable plot strand. Writer George Nolfi brings into the film a mysterious European thief nicknamed the Night Fox, played by French actor Vincent Cassel. Now the story becomes one of rival jewel thieves Ocean and the Fox competing for a priceless Fabergé egg and the right to be called the world’s greatest thief.

Actor Don Cheadle as Cockney Basher Tarr adds his laconic quirkiness to the production as the crew’s explosives man. Cheadle has made many memorable screen performances, my favorite being the cynical but devoted DEA agent in Soderbergh’s award-winning Traffic. I’m looking forward to Cheadle’s star turn in Hotel Rwanda, which captured Toronto’s Audience Award in September.

Tiny roles are played by other actors I admire, notably Albert Finney in an uncredited role as super-thief La Marque, and Scottish actor Robbie Coltrane, the original “Fitz” in the British TV series “Cracker,” as an Amsterdam eccentric named Matsui. Hard to miss though onscreen only briefly are Carl Reiner (Saul Bloom) and Elliott Gould (Reuben Tishkoff), two great actors who prove again there are no small parts.

Ocean’s Twelve won’t win any prizes, but it’s a lot of fun, and so what if you can’t quite remember the plot by the time you exit the theater? Soderbergh leaves you with a few wonderful images — reflection of the Eiffel Tower in Brad Pitt’s sunglasses; the split-second recognition between Pitt and Catherine Zeta Jones as he sprints from the police while she sits at an outdoor café; an abashed Damon after he fluffs the encounter with Matsui; and Cassel practicing the contortionist moves of the exotic dance he will perform to avoid the laser rays that guard the golden egg.

Now playing at Cinemark, Ocean’s Twelve gets high marks for its unabashedly confident entertainment value. Kudos!