The movie’s irresistible tagline is “Twelve is the new eleven.” But this twelve is more like the old eleven, the first “Ocean’s 11” movie, starring Frank Sinatra and the Rat Pack, where the chief pleasure is in seeing how much fun the cool guys are having spoofing themselves. Unfortunately, the audience doesn’t have quite as good a time as the guys up on the screen. But that still leaves a lot of fun to spread around. And a lot of cool.

In contrast to the high-gloss style of the first one, the sequel is shot in an informal, slightly gritty, almost documentary style. It starts off well, briskly bringing us up to date on what has been going on with each of the eleven who robbed three Las Vegas casinos in one night. The man they robbed, Terry Benedict (Andy Garcia), has tracked them all down, from Danny Ocean (George Clooney) and his wife, Tess (Julia Roberts) on down to the bickering Molloy brothers (Scott Caan and Casey Affleck). And he gives them two weeks to pay it all back, with interest.

That means it’s time to go back to work. They pull off a quick heist in Amsterdam, but it turns out to be the first step in a much larger job, the usual irreplaceable treasure in the usual impenetrable setting.

There is a complication, too — they are competing with the most successful thief in the world, a fabulously wealthy and remarkably agile Frenchman with a title who has a personal reason for making sure they are not successful. There is another complication as well. Rusty (Brad Pitt) has a romantic entanglement with Isabel (Catherine Zeta Jones), an Interpol agent whose job is catching thieves.

The problem is that the movie counts too much on having us on the side of the thieves because of the first film and just because we love the performers. But it works against our loyalty by violating the first rule of heist movies — without giving away too much, I’ll just say that the resolution is not entirely satisfying. The motivation of one of the key characters is just silly. The twists are telegraphed in advance.

According to press reports, the gang wanted to work together again (especially if it meant hanging out in Rome, Amsterdam, and France) and so they grafted their characters onto another script. The seams show; they even pop at times, as when a bunch of the characters have to be waylaid before the big day just because the original script didn’t have enough things for everyone to do. Oceans Eleven had great characters and a very clever plot with a heist that had you saying “Oh, THAT’S how they did it” on the way back to your car. This one has great characters and a thin plot that gets stretched even thinner. On the way back to your car you’ll be talking about whether the popcorn was stale because if you try to untangle the plot, you’ll regret it.

Better to skim across the top of it, as the performers do, and enjoy the sly by-play from the returning players, including a witty cameo by Topher Grace and a quick appearance with Scott L. Schwartz as Bruiser. The heists themselves are not much, but it is hilarious to see the gang take time to discuss whether it’s fair to call the group “Ocean’s Eleven” when they are independent contractors or when Matt Damon as Linus explains, like a shy candidate for “The Apprentice” that he wants to assume more of a leadership role this time.

Eddie Izzard and Robbie (Hagrid) Coltrane are a pleasure, as always, in small roles. Catherine Zeta Jones and some surprise new additions are fine but it’s our old friends who, true to form, well, steal the show, with dialogue as cool and contrapuntal as a jazz riff.

Parents should know that the film has a few bad words and some mild, non-explicit sexual references. Characters drink and smoke and of course most of the movie’s heroes are thieves and liars who joke about not having any morals.

Families who see this film should talk about why it is hard for Danny to give up being a thief. Why are Tess and Isabel drawn to men who do not tell the truth? Why are movie audiences drawn to them? What matters to each of the eleven? What would you do if you had $16 million?

Families who enjoy this film will also enjoy both of the earlier films and other heist classics like The Italian Job, Topkapi, and To Catch a Thief.

A true story that is both touching and thrilling and tons of talent on both sides of the camera are enough to make this a good movie, but not enough to make it a great one.

It is in part the sheer grandness of the story of Howard Hughes, a story that could easily fill five or six movies, that makes even an energetic and muscular three-hour-epic feel like it is just skimming the surface of Hughes’ life and his character. There is no way to try to cover even this one section of Hughes’ life without making it feel like a “greatest hits” clip job instead of a story with a real narrative arc.

So it falls into the standard reductionist biopic traps (see Ray and Beyond the Sea) of trying to tie too much to specific childhood events and fumbling the narrative challenge of conveying an era and a life at the same time. And it never rises from incident to insight. Was the determination that led Hughes to spend more money, use more cameras, and reshoot more footage on Hell’s Angels than could ever be justified tied to the obssessive-compulsive impulse that had him washing his hands until they bled? The movie seems to tie his phobia about germs to a flashback to a weirdly sexualized bathing scene with his mother washing him as she explains a quarantine for typhus. This seems like a throwback to the era it depicts, where, in those early days of psychotherapy, everyone but Orson Welles seemed to think that any life could be explained by one childhood trauma.

The second problem is in the mis-casting of the leading man. Leonardo DiCaprio is a brilliantly gifted actor. He has made effective use of his imperishably boyish quality in Titanic, Catch Me If You Can, and especially What’s Eating Gilbert Grape?. But here it works against him as he tries to play Hughes the man, and the performance often seems made up of squint, tics, and accent. As a result, Hughes seems more like a kid struggling with ADD than the tortured larger-than-life man who produced era-defining movies (Hell’s Angels, the original Scarface, and The Front Page), dated the world’s biggest movie stars (Katharine Hepburn, Ava Gardner, Jean Harlow), founded an airline (TWA), owned seven Las Vegas casinos, designed and test-piloted airplanes, risked fortunes and made bigger ones, and died as a recluse, the prisoner of illness and of the greedy people around him who did whatever he said instead of insisting he get help.

But no one does pageantry better than Scorcese and this is a brilliant film, even with its flaws. Cate Blanchett evokes Hepburn’s accent and her odd and endearing combination of directness and sensitivity without making it into an impersonation. Kate Beckinsale never evokes the real Ava Gardner, but makes her character into a woman capable of a great but practical tenderness. It is a treat to watch Hughes assemble the world’s largest private air force to make his movie, design and fly experimental airplanes, analyze the cigarette girl’s smile, become imprisoned in the men’s room because he can’t bear to touch the germ-covered doorknob, and take on the most formidable of opponents from Katharine Hepburn’s family to the movie rating board and Maine’s corrupt senator. The crash scene is bone-chillingly harrowing and the scenes of old-time Hollywood reflect the director’s deep love of that era. Like the life it depicts, it is uneven and fascinating.

Parents should know that the movie has some very violent airplane crashes, some causing serious injury. Characters drink, smoke, and use strong language. There are very explicit sexual references and situations and some non-sexual nudity. Some audience members may be upset by the scenes involving Hughes’ struggles with mental illness.

Families who see this movie should talk about what made Hughes so passionate about his many projects? Why didn’t he want people to know he could not hear? Why didn’t he mind drinking from the same bottle? Why wouldn’t Ava Gardner let him buy anything other than dinner?

Families may also want to learn more about obsessive-compulsive disorder. And they may want to consider whether Hughes might have had to get treatment if he had not been surrounded by people who would do whatever he said in order to continue working for him.

Families who like this film will also enjoy Tucker and the perennial best-movie-of-all-time choice, Citizen Kane. They should see some of Hughes’ movies, like Scarface, Hell’s Angels, and the notorious The Outlaw. They should watch some of the movie featuring his glamorous escorts, like Jean Harlow, Katherine Hepburn, and Ava Gardner. And they will enjoy the fantasy inspired by the story of one of the many people who claimed to be Hughes’ heir, Melvin and Howard.