According to the law of averages, most movie sequels fail to be as good as their predecessors. Even more rare is a sequel that's better.

So it's really no surprise that "Ocean's Twelve" turns out to be just an average follow-up film. In fact, it's pretty much a retread of the 2001 hit.

Once again there are clever cons, silly celebrity cameos and a pervasive, overall atmosphere of "coolness." The only real difference this time is that the romantic subplot is played out by Brad Pitt and Catherine Zeta-Jones' characters instead of George Clooney and Julia Roberts.

The second time around around, none of this is nearly as fresh or lively. And, like some of its stars, the film looks and feels a bit flabby. At 130 minutes, there are also some dull stretches, which wasn't true of the first film.

This sequel finds master thief Danny Ocean (Clooney) remarried to Tess (Roberts) and living in a state of semiretirement. The rest of his crew is also semiretired.

But their old nemesis Terry Benedict (Andy Garcia) has managed to track them all down, and he wants his money back. And he gives them just two weeks to repay the full amount, with interest.

So Danny and friends head to Europe, where their criminal exploits aren't as well-known. As it turns out, though, there's competition, the Night Fox (Vincent Cassel), who beats them to the punch at every heist they plan. It seems he's a bit jealous of the Ocean crew's reputation.

Meanwhile, the gang is also being doggedly pursued by Isabel Lahiri (Zeta-Jones), a detective who just happens to be the ex-girlfriend of Danny's right-hand man, Rusty Ryan (Pitt). And she seems to have an ax to grind.

Director Steven Soderbergh seems more concerned with the look of the film than the pacing, as the film has more than its share of dead spots.

What's surprising is that the cast doesn't appear to be all that inspired either. The one lively spark is Matt Damon, reprising his role as Ocean's rather naive protZgZ Linus Caldwell. The film could have used a lot more of him and less of the leads, since the romantic bits between Pitt and Zeta-Jones seem forced. The same goes for an unfunny scene in which Roberts pokes fun at her own celebrity.

"Ocean's Twelve" is rated PG-13 for scattered use of strong profanity (including a gag about bleeped-out curse words), violence (some explosive mayhem as well as some peril), use of some crude slang terms, brief drug content (talk of drug use), and glimpses of nude artwork. Running time: 130 minutes.

---

E-MAIL: jeff@desnews.com