The slogan from those television commercials touting Las Vegas has it right as far as this sequel goes: "What happens in Vegas, stays in Vegas." The glitzy charm and pilfering attitude that gave Steven Soderbergh's remake of Ocean's Eleven its appeal doesn't travel especially well, which isn't to imply it was very intricate or fragile.

The nouveau Rat Packers high tail it to Europe and new characters are added to the road show roster. Rather than offering a compact plot, Soderbergh brings viewers under the celebrity tent and asks them to pretend they're Hollywood insiders. The experience is like being part of the live audience at a celebrity poker match or a bystander at a wrap party. You've been invited to prop up the A-listers with your comparative lack of glamour and showbiz cred.

Not all moviegoers want in. To get the latest scoop they can flip on "Access Hollywood" and catch the endless stream of reports about George, Brad, Julia, and Matt cavorting in Europa. I, for one, will take the cheap thrill of watching the gang line up in front of a gaudy Vegas hotel with a colorful fountain dancing to the strains of Debussy. The way Soderbergh panned down that line of disparate con men at the end of Eleven was a gas. It evoked a combination of classic Hollywood staginess and new-Vegas flash, while punctuating an entertaining heist story.

Flashy but not well thought out, Ocean's Twelve offers a second-order type of voyeuristic pleasure. Screenwriter George Nolfi forces an unnecessarily elaborate storyline without delivering a big payoff. With their continental looks and accents, Catherine Zeta-Jones and Vincent Cassell increase the glitz quotient slightly. If only the script were up to the job.

Their first mark, casino owner Terry Benedict (Andy Garcia), tracks each member down, threatening to kill them if he doesn't get his money back in two weeks, plus interest. That's roughly $19 million apiece. Danny (George Clooney) and Tess (Julia Roberts) are living in suburban Connecticut, while Rusty (Brad Pitt) is running a hiply unprofitable hotel in Los Angeles.

We learn Rusty abruptly ended a relationship with Zeta-Jones's comely Europol agent (who knew red leather jumpsuits were in their budget?) and when the eleven venture to Europe, she's on their tails. To raise seed money, they attempt a quick job in Amsterdam but are beaten to the pinch by a super-wealthy, aristocratic thief called "The Night Fox" (Cassell). He proposes a challenge: first to steal a Faberge egg on display in Rome, wins. He'll pay their collective debt to Benedict; they'll admit he's the world's best thief.

Benedict is never a real threat and a couple of parental deus ex machina ultimately pluck the gang out of hot water. By default, Linus (Matt Damon) assumes a leadership role, devising a desperate, last-ditch plan whereby Tess poses as Julia Roberts. This gimmick brings self-reference in the movies to a new high or a new low, depending on whether you can respect yourself for enjoying it. In cameos, a strung out Topher Grace disparages his performance in the upcoming movie In Good Company and Bruce Willis makes the Roberts-as-Roberts gag seem like an episode of "Punk'd."

Bernie Mac fans will be disappointed, since he spends most of the movie in a jail cell. More Eddie Izzard, as a tech whiz, and Cherry Jones, as a federal agent, would certainly have been preferable to the preposterous scene in which Cassell's cat burglar dances through infrared motion sensors guarding the prize.

Soderbergh has better stylistic tricks up his sleeve than that misguided display, though he fails to take even a tourist's pleasure in the European locations. Has he been corrupted by the lifestyle of his cast?  Ocean's Eleven was about posing, albeit posing for an exciting criminal purpose. There's not much vig in this cutesy reunion, which smacks of being an excuse for the actors to hang out at Clooney's villa on Lake Como. We all need a European holiday now and then. Only movie stars like these can afford frequent jaunts, and afford to make so-so pictures.

(Released by Warner Bros. and rated "PG-13" for language.)