Although it is supposed to be the sequel to OCEAN'S ELEVEN, OCEAN'S TWELVE plays like THE ITALIAN JOB in very slow motion. In a story that takes place against a two week countdown clock, director Steven Soderbergh's film is so lethargic that it makes its two weeks feel like real time.

Set this time in Europe in order to boost the movie's overseas box office take, the plot has Terry Benedict (Andy Garcia) giving the Ocean's Eleven team just two weeks to repay -- with interest -- the money that they stole from him last time, a sum which was already covered by insurance.

Along the way, Danny Ocean (George Clooney) and his gang plan a couple of elaborate heists, but the pacing is so slack that you'll likely be like my wife who fell asleep during one key twist. But don't worry, if you do nod off, you likely won't miss anything interesting.

Not a completely awful picture, it does have some good bits. Playing against type, Matt Damon plays a politically-correct simpleton, a crook who worries a lot. He questions whether Ocean's crew should be stealing from someone who is handicapped, and he isn't comfortable with the way his cohorts in crime use the word "freak" so indiscriminately.

The last act, which features two actors as themselves, is by far the best. But it suffers the same speed issues as the rest of the movie.

This overstuffed Christmas turkey is one more disappointment in this year's frustratingly mediocre crop of holiday pictures. There is only one good thing you can say about this high gloss bore, which wastes a high powered cast -- it has its moments. But do you really want to spend two hours of your life and the price of admission for a few good laughs?

OCEAN'S TWELVE runs way too long at 2:10. It is rated PG-13 for "language" and would be acceptable for kids around 8 and up.

My son Jeffrey, age 15, who liked the first one and was looking forward to the sequel, said that he thought it was "horrible" and gave it * 1/2. He thought it dragged constantly and was filled with superfluous material and back stories. He was very disappointed.