It's a bit of a mess. But a fun mess. Surfacey, fluff, chockfull of twists, and clever banter. With such an expansive cast and so many characters, Twelve lacks a single character with weight (though the film seems to expect that of a few). Clooney, Zeta-Jones and especially Pitt give this failing a run for its money, but are soon enough part of the blur. Bernie Mac barely appears, the crew member specializations are virtually ignored, and that fun little Chinese guy doesn't do any great acrobatic feats.

Most noticeably lacking weight, Andy Garcia returns as the fellow Ocean's 11 robbed in the first film. We're supposed to believe he's intimidating enough to force the band of thieves to cough up all his money with interest in two weeks time. He didn't convince me, but all eleven plus one believed enough to make a full feature movie focused on their attempts to steal what they owed.

The filmmakers rush passed this and other such gaps in believability as a magician makes sure to lure attention away from the actual trick. The end result -- it's fun till you realize you've been duped. Then it's just fluff. The film never delivers the meat and potatoes.

That said, it truly is fun. Seldom a dull moment, the picture delights in quirky verbal back and forth. Damon questions, "Doesn't anyone here have a problem, morally, stealing from a handicapped guy?" The others look around at each other, "Naw, we don't care." It's this sort of relaxed writing brought to life with subtle, splendidly-acted delivery that make the film shine on the dialogue level. And because of that the film hovers just barely above average into the B+ zone.