The plot takes a long time to get rolling, with Benedict tracking down and threatening each of the gang members in turn.  When they finally get to Europe, the various heists unfold with disorienting flashbacks.  Unfortunately, they’re also somewhat inconsistent, with the same frustrating outcome that is only overcome in the final scene.  However, this conclusion is not only improbable, but falls outside the parameters of “fair game” for heist movies.  Instead of letting the audience in on the twist, allowing them to look back and see what they overlooked in an “aha!” moment, it makes us feel cheated.  

Another problem is the characters.  Those who were so engaging and indispensable the first time around are now straw men, and many of them barely even have a line.  Rusty, who was always eating in “Ocean’s Eleven,” seems to be on a diet.  He and Danny share some of their characteristic repartee, but not nearly enough.  The one saving grace is Damon’s Linus, who has become a politically-correct super geek with great qualms about robbing a handicapped billionaire. 

There are too many characters to sort through, which is probably why they all end up in jail, leaving Tess (Julia Roberts) to come to their rescue.  About to celebrate her second third-year anniversary with Danny, she is none too thrilled to be dragged into the mess, especially when she discovers she must pretend to be a movie star.  It’s an interesting scene to see Julia Roberts playing Tess playing Julia Roberts, who talks to the real Julia Roberts on the phone, at the request of Bruce Willis (as himself).  I’m sure the stars got a huge kick out of this, but it doesn’t really work.  And what a drag that the real Roberts had to give birth a few weeks before the film came out, which makes the unpregnant Julia playing Tess playing the pregnant Julia, complete with a pillow, completely redundant.

To add to the melee, we also get a few more cameos – from Topher Grace, Peter Fonda, Robbie Coltrane and British comedian Eddie Izzard.  It’s all a bit much, but maybe that’s what happens when you adapt a recycled script (by George Nolfi, whose only other credit is 2003’s “Timeline”) that was never made for or about these characters to begin with.  The dialogue is good, though, with more than a few laughs.  At least it’s a film that doesn’t take itself too seriously.

Director Steven Soderbergh (“Full Frontal,” “Erin Brockovich”) who’s usually top notch, seems a bit off key here.  His scenes are jumbled and tend to be confusing, although his grey-toned cinematography and dimly-lit indoor scenes give the film a realistic edge.  All the actors do a good job, too.  They’re just given too little to work with and too few distinguishing traits, which means we not only don’t connect, but don’t always understand what is going on.  So, while Soderbergh is to be commended for rounding up his entire cast for a second round, I’m not sure he should have.  In this case, less would definitely have been more.

Because the first film was so enjoyable, it’s hard not to be disappointed with this one.  If, that is, you can figure it all out – something I’m still working on.
 
AUDIENCE:  Adults only.

OBJECTIONABLE CONTENT

• Drugs/Alcohol Content:   Average.  Various characters smoke cigarettes and cigars; one scene where dozens of empty alcohol bottles cover several tables; various scenes in bars and restaurants with background drinking and/or where character takes a sip of alcohol.
• Language/Profanity:    Average.  About a dozen obscenities (including multiple f-words that are “blipped out” by a censor machine, in a recording studio) and a half-dozen profanities.
• Sexual Content/Nudity:    Mild.  One scene with unmarried couple in bed (no nudity).
• Violence:  Mild.  Thieves commit multiple crimes but never use violence; police chase after thieves and arrest them, sometimes with guns, but no violence.