Various Artists: Ocean’s Twelve: Ocean's Twelve: Music From The Motion Picture

Eclectic British instrumentalist David Holmes began making music for soundtracks well before he started getting paid for it. On his 1995 debut This Film's Crap, Let's Slash The Seats, Holmes gave Ennio Morricone-style symphonic clatter a techno-era update, concerning himself more with mood than dance-directed rhythm. His self-created audition caught the attention of director Steven Soderbergh, who hired Holmes to splice the funk and vintage R&B of the Out Of Sight soundtrack into a seamless mix. Soderbergh worked again with Holmes on Ocean's Eleven, where Holmes spiked the airy lounge music of Percy Faith and Perry Como with his own tongue-in-cheek retro-pop gaudiness; now, the composer/arranger works his most amazing alchemy to date on Ocean's Twelve, which cuts together vintage continental balladry and suave '60s party music into an intoxicating hour of Euro-cool.

Holmes' work is perhaps best put to use in the film itself, where rhythmic editing and a broader selection of songs create a dizzying sensation that at times outstrips the plot's halfhearted capering. Still, even though the Ocean's Twelve soundtrack drops the dialogue snippets and tight edits that made Ocean's Eleven a giddy pleasure, the follow-up's less aggressive approach matches the relaxed confidence of the movie's European adventure. Listening to the disc veer from the Holmes original "10:35 I Turn Off Camera 3," with its bongos and blaring brass hangings, to the angelic harps, woozy strings, and delicate guitar-picking of Piero Umiliani's sublimely romantic "Crepuscolo Sul Mare" is like wandering from a crowded park to a quiet café.

For Holmes, who comes from the Roy Budd tradition of swing and punch, the opportunity to match his idols' urbane scene-setting proves inspiring. It's great that Holmes can dig up a chestnut like John Schroeder's kinky, lightly psychedelic "Explosive Corrosive Joseph," but his real triumph is in composing tracks like the surging, electrifying "7/29/04 The Day Of" and the sincerely groovy "Yen On A Carousel," which some future movie-music archivist can tastefully rip off.