There's not a meaty story behind the slick suits and gorgeous locales of Steven Soderbergh's Ocean's 12 - the followup to his wildly popular 2001 film Ocean's 11 - but that doesn't mean it's not one heck of a good popcorn flick. It's fun, enjoyable and fast-paced just like its predecessor, even though it lacks a little in the heist department. It does, however, bring back all of the first film's originl players -George Clooney, Brad Pitt, Matt Damon and Julia Roberts among them - for a frenzied ride through Western European locales like Amsterdam, Rome and stunning Lake Como, Italy.

Ocean's 12 picks up a few years after the original left off. Danny Ocean (Clooney) is living a sedate life as a "retired basbetball coach" in East Haven, N.J., with his lovely wife Tess (Roberts). Everything is going great until Terry Benedict (Andy Garcia), the owner of the ritzy Bellagio Hotel in Las Vegas (which was the setting for the big heist in Ocean's 11, during which Clooney and his gang cleaned out the casino vault), hunts down each and every member of Ocean's 11 to deliver an ultimatum; they must pay back what they stole, plus interest, or face the dire consequences.

Benedict's threat sets the entire movie into motion. Figuring that they can't pull off another big heist in the U.S. because they are too high-profile, Ocean and his faithful sidekick Rusty (Pitt) take the gang to Amsterdam where, ultimately, they hope to find a gig big enough to pay back Benedict in full.

While the heists in 12 aren't collectively as fun, exciting, r streamlined as the one at the Bellagio, the movie itself is still a lot of fun. Clooney and Pitt continue to deliver some of the best chemistry ever to be seen onscreen, and Catherine Zeta-Jones - as Rusty's former lover and currently a detective out to nab Ocean and his crew - brings an extra layer of excitement to the chase. There are unexpected twists around almost every turn, and a lot of laughs to be had along the way. Soderbergh also has an ingeniously dry and witty way at poking fun at celebrities and pop culture, which is definitely appreciated.

Grade: B+