THREE years after Danny Ocean (George Clooney) and card shark Rusty Ryan (Brad Pitt) masterminded the daring heist of 160 million dollars from arrogant casino owner Terry Benedict (Andy Garcia), the various members of the Ocean crew are struggling to turn legit.

Danny's wife Tess (Julia Roberts) hopes that she and Danny can lie low and start anew but their plans are ruined when Terry turns up at the door, with heavies in tow, demanding his money back - with interest - or else.

Reluctantly, Danny and Rusty reconvene the troops: master pickpocket Linus Caldwell (Matt Damon), Cockney explosives expert Basher Tarr (Don Cheadle), eccentric security expert Reuben Tishkoff (Elliot Gould), veteran con artist Saul Bloom (Carl Reiner), ever-bickering drivers Virgil and Turk Malloy (Ben Affleck, Scott Caan), safecracker Frank Catton (Bernie Mac), surveillance expert Livingston Dell (Eddie Jemison) and Chinese acrobat Yen (Shaobo Qin).

With just 12 days to go, Ocean and Co head for Europe to steal a small fortune in priceless art and trinkets.

Unfortunately, their daredevil scheme hits a number of pitfalls: namely feisty Europol agent Isabel Lahiri (Catherine Zeta-Jones), who just happens to be Rusty's old flame, and wealthy European playboy Francois Toulour (Vincent Cassel), who moonlights as master thief The Night Fox and seems to be one step ahead of the Ocean troops.

Setting their sights on a priceless jewelled egg, Danny enlists an extra member to his gang - wife Tess - in a last-ditch effort to beat The Night Fox to the booty.

Alas, Isabel and her men are lying in wait...

Ocean's Twelve hangs together by the gossamer threads of George Nolfi's screenplay, which trades plausibility for a series of lively set pieces and comic asides.

Certainly, the plot has an aversion to common sense and director Steven Soderbergh struggles to keep so many characters in the frame.

At the beginning of the film, Linus excitedly approaches Rusty for 'a more central role' in the new operation.

The sequel duly obliges, providing Damon's sweetly gullible young pup with many of the best lines, and a spectacular bluff in the final ten minutes.

Clooney and Pitt ply the same charm and charisma which fuelled the first film, and Zeta-Jones brings extra glamour to proceedings.

Roberts takes second billing to her Welsh counterpart but steals the film in an inspired in-joke that relies on a cameo appearance from a Hollywood favourite.

As with Ocean's Eleven, there's a final twist in the tale to ensure the crew comes up trumps - even if the film, in its freewheeling, easy-going way, doesn't always deal a winning hand.

Rating 7/10