Smokin' Aces 2 plays like a story workshopped by a roomful of studio executives and a dozen well-meaning fan-fiction writers. The studio executives look back at the first Smokin' Aces and think, "People seemed to like having all those crazy assassins trying to kill that one guy. Let's do something like that again." Then the fan-fiction writers pipe in, "Dude, do you remember how awesome the Tremor Brothers were? What if there were, like, a whole family of them? That would kick ass!" After that, things unfold more or less as well as you'd expect. Taking pretty much its entire concept and structure from the 2006 original, Smokin' Aces 2 yet again places a large bounty on the head of one hapless schmuck and then sits back and watches chaos unfold as a dozen different colorful hit men and women attempt to end him. This time the schmuck in question is Walter Weed (Tom Berenger), a career FBI analyst known for being completely harmless and unmemorable. Once chatter is intercepted that a bounty has been placed on his head, Weed is ushered off to a safe house underneath a jazz club. Naturally, his location soon reaches the ears of every assassin in the western hemisphere, and they all converge with a mind to shoot the hell out of the place.

Smokin' Aces 2 is actually a prequel. This is ostensibly so they can bring back a few of the more memorable assassins from the last big hit. It's a reasonable enough plan, since Smokin' Aces 2's storyline has little to do with its predecessor. Bringing over a few familiar faces alongside well-known newcomers like Vinnie Jones is a smart enough way to try and draw interest to a sequel-prequel, all the more important since this one went straight to DVD. In practice, however, the plan has a few problems, since Smokin' Aces' most interesting characters wound up dead by the end credits. The only truly worthy carryover is master of disguise Lazlo Soot, again played by the creepy-looking Tommy Flanagan. But given that he more or less does exactly the same things he did in the last one, he doesn't add much beyond a flailing attempt at credibility.

Smokin' Aces 2 has a serious hard-on for the Tremor Brothers -- now reimagined as the Tremor extended family. Think back to the first movie. If you saw it, there's no question the Tremor Brothers made an impression. The skinhead chic. The flashback hit where they stagger out shooting, one blind, one being dragged, one piggybacked and shouting directions. These guys killed Ben Affleck and used him as a post-mortem ventriloquist dummy, for crying out loud. But let's be honest, how many interesting characters were there in the trio? All the Tremors' best moments were carried on the shoulders of Darwin Tremor, gleefully played by a pre-Kirk Chris Pine. He's the one that held that memorable conversation with a deceased Ben Affleck. He's the one who made his escape as the least convincing FBI agent ever. He's the one whose sincere, aw-shucks apology for nearly killing a guy almost -- almost -- let him get away clean. Yeah, so Chris Pine ain't in this one. Neither is the mohawk guy who sat on a chainsaw. All we've got is Lester Tremor, the other one. Best known for, uh...I think he was the one who painted the little Hitler mustache on his upper lip.

Of course, you can't invite just one Tremor to the party, and Aces 2's solution to this problem is emblematic of the movie's problems as a whole. Seeking to yet again hit the magic number of three, Lester gains a father, Fritz (Michael Parks), and a sister, Kaitlyn "AK47" Tremor. Yes, she's nicknamed AK-47. She's also introduced naked and writhing atop a young soldier, right before blowing his head off at point-blank range once she's "finished." Then they all pile into a tricked-out Mad Max-style semi truck and crash onto a military base to steal some heavy weaponry. Look, I'm not saying there was anything subtle about the Tremors in the first film, but Aces 2 takes them so far over the top into cartoonishness that it's obvious screenwriters Olatunde Osunsanmi, Olumide Odebunmi, Tom Abrams, and P.J. Pesce have little idea what made them so much fun in the first place. It's a fine line between extreme and ridiculous, and as with the Tremors, Smokin' Aces 2 continually falls on the latter side. And let's face it, once you've fired an explosive midget out of a circus cannon, there's really no clambering back over that fence.

The biggest problem is that Smokin' Aces 2 is so infatuated with its predecessor that it never makes much effort to become its own thing. It gives us colorful characters like Vinnie Jones' drill-wielding Finbar McTeague or Ariella Martinez (Martha Higareda), femme fatale with a fatal kiss, but then it doesn't seem sure what to do with them. They all wind up becoming generic cannon fodder or they get shoehorned into scenes trying too hard to evoke the original (see Finbar and Ariella's ill-conceived and short-lived infatuation). Even the action, when it comes -- and it eats up most of the middle of the film, as with the original -- feels like a pale imitation. I'll grant that on a lesser budget there's no way to live up to the choreographed hotel assault from the first Aces, but seriously, you guys couldn't come up with anything better than a gunfight in a bar? We've seen all this before, and throwing in the odd exploding clown midget isn't going to solve the problem.

The most promising element of the film is its central mystery: why all these people want to kill Walter Weed. The answer, when it's finally revealed, is actually fairly clever. Unfortunately, it's revealed via clumsy infodump once all the bullets have stopped flying, after having been mostly abandoned and only occasionally picked at during the preceding hour and a half. It's a twist that, if more artfully handled, could have helped shore up and distract from the film's faults, but as it is, it's just wasted potential. Unsurprisingly, it also echoes many of the same themes as the first film's big twist. That revelation also felt a bit clumsy, but it worked because the film itself was so much fun, and thanks to an impressive performance by Ryan Reynolds to sell the emotional impact of the final scenes. Smokin' Aces 2 has no Ryan Reynolds, and even if it did, it doesn't have any emotional impact to sell. Furthermore, while you might not work out all the particulars, it's a little hard not to get a general sense of the oncoming twist before it arrives.

There's little question in my mind that the only reason Smokin' Aces worked as well as it did was Joe Carnahan. Love it or hate it, it was so clearly a passion project, and Carnahan's enthusiasm for the story and characters was evident in every frame. While Carnahan had a hand in crafting Aces 2's storyline, this time around he's only attached as an executive producer. While the new faces in the director's chair and behind the keyboard might be just as passionate for this project as he was for the first one, they aren't nearly as talented. Carnahan might have had an ace up his sleeve, but it turns out he only had the one. There's nothing more awkward than the extras on a bad movie. With every over-enthusiastic featurette and excited production anecdote, it's hard to avoid feeling a little guilty for not liking the movie more. Still, if you can't make a good movie, at least have fun making a bad one. The cast and crew of Smokin' Aces 2 appear to have had a lot of fun.

Regardless of how you feel about the movie itself, it you're interested to know more about it, Smokin' Aces 2's extras line-up won't let you down. Things kick off with a commentary with Carnahan and director P.J. Pesce. Carnahan is as entertaining as always, so much so that he tends to overshadow Pesce. Which is only appropriate, because his movie certainly overshadows Pesce's. It's relaxed and informative, but the big question is whether you'll care enough to sit through a commentary about Smokin' Aces 2, even if it is a fairly entertaining one.

The usual array of deleted scenes and a gag reel are coupled with five featurettes examining different aspects of the shoot. "Behind the Scenes with Joe Carnahan" is a look back at the original film and how the second came together. It's the best of the bunch, but it has the unfortunate effect of making me want to shut the disc off and go watch that movie instead, which is probably not what they were going for. "Confessions of an Assassin" is a more detailed, half-hour-long look at the making of the prequel itself, from cast to production. "Ready, Aim, Fire: The Weapons of Smokin' Aces 2" is pretty much exactly as advertised. It'll give gun junkies wood. There's one more featurette about designing the sets and a final one about the previously referenced explosive-midget sequence. It is by far the most informative segment about exploding midgets I have ever seen.