Some movies stay in your mind for various reasons. Great plot, super acting, nice scenery. What I remember best about "Ocean's Eleven" was that it was obvious that everyone involved was having FUN. And who doesn't like fun?

It's been three years since Danny Ocean (Clooney) and his group helped themselves to 160 million dollars that didn't belong to them. They have all gone their separate ways and started new lives with their ill-gotten cash. Though things appear to be going well, plans change when the rightful owner of the missing money (Andy Garcia) shows up demanding not only his money back, but applicable interest. And he wants it in two weeks. With no chance of working undetected in the states, the thieves head to the great continent of Europe to hopefully find (read: steal) their fortunes. And so the fun begins.

In what could have been a travelogue of Europe with some action and humor thrown in, "Ocean's Twelve" does its best to recapture the smooth, seemingly effortless exploits of a virtual cast of dozens! Though some of the lesser members of Ocean's gang don't have a lot to do, Clooney, Pitt and Damon more then make up for it. The story goes that when making the original "Ocean's Eleven" in the 1960s, Frank Sinatra, Dean Martin, Sammy Davis, Jr. and company used to film during the day, do their night-club acts at night, then stay up swapping stories until the time came to start over again. The original "Rat Pack" had an obvious affection for each other, and that showed on screen. Same with this cast. The banter flows with the ease of good friends just spending time hanging out. And as the story moves from one beautiful location to another the cast rolls with it. Damon stands out as the young pup trying to run with the big dogs and Julia Roberts shows she has even more of a sense of humor than she showed in "Notting Hill." Throw in a new/old love interest for Pitt, the lovely Zeta-Jones, great comic timing, plus a few great cameos and you have the formula for a most enjoyable time at the theatre. On a scale of zero to four stars I give "Ocean's Twelve"