Let’s be honest: With a cast like this, it doesn’t matter too much what the characters are doing onscreen, or if it makes about as much sense as a monochrome rainbow.

Director Steven Soderbergh knows this, and it’s to his credit that the convoluted plotting of Ocean’s Twelve makes as much sense as it does. This time out, über-crook and all around swell guy Danny Ocean (an unflappable George Clooney), and a returning dozen of his closest sneak-thief associates, go off to Europe to nail an even bigger score because casino boss Terry Benedict (Andy Garcia) hits them up for the loot they scammed from him three years ago—or else.

OCEAN'S TWELVE ( * * * 1/2 )
Directed by Steven Soderbergh
Starring George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones,  Julia Roberts, Bernie Mac, Don Cheadle, Andy Garcia, Casey Affleck,  Scott Caan, Carl Reiner, Elliot Gould, Vincent Cassel
(Rated PG-13, 120 min.)

There’s an abundance of hairpin turns in the serpentine plot—which jags back and forth through time not unlike Soderbergh’s far less amiable The Limey. Despite the fact that a little voice in the back of your head may be crying out for explanations in lieu of linear narrative, Ocean’s Twelve works best when you just sit back and let its oh-so-cool hipster vibe surround you like an ermine bathrobe. Sun-kissed and blessed with enough spare suave to make North Korea a hepcat’s paradise, this is, like Soderbergh’s Ocean’s Eleven and 1960’s Rat-Pack original, an elaborate excuse to get the screen’s biggest and most gorgeous stars in the same film. The heist? You could have them stealing candy from a baby and it wouldn’t detract one jot from the film’s wholly ingratiating appeal.

Still, Soderbergh and screenwriter George Nolfi weave enough of a Hitchcockian McGuffin (several, actually) into the storyline, which involves a priceless Fabergé egg and a rival master-thief, to make you feel as though you’re getting your money’s worth plot-wise. Even more than in the original, Soderbergh here revels in the funky, retro-cool of both early 1960s’ machismo mythologizing (as perfected by Frank, Dino, Sammy, and Peter) and 1970s’-era societal and cinematic laissez-faire (no one’s getting bent out of shape that they’re forever on the wrong side of the law or that they may be dead in two week’s time).

From the many-fonted, location-announcing subtitles that crop up every few scenes to the perfectly inserted freeze frames and riotously colorful palette (I won’t even get into the cast’s knock-’em-dead wardrobe), Soderbergh’s film is at least as much a movie lover’s wet dream as anything Quentin Tarantino’s done lately. It may be fluff, but it’s some of the best fluff you’re ever going to get. Much of the film’s gleeful sense of high style and misdemeanors comes thanks to, as in the first film, composer David Holmes, who nails a groove to the wall in the first scene and doesn’t let it go until that same beat comes round again at the end.

Add to this sense of playful tomfoolery a murderer’s row of top-drawer talent acting at the highest caliber (Brad Pitt in particular steals the show, with Julia Roberts not far behind) and you have a triumph of style over substance that for once isn’t an insult to substance.