Some films can be considered – not entirely inaccurately – a flimsy excuse for a paid vacation somewhere (Michael Caine famously agreed to do Jaws: The Revenge primarily because the first page of the script mentioned the Bahamas as the setting). Such is the case of Ocean’s Twelve, a movie reportedly spawned by Steven Soderbergh’s infatuation with Rome during the press tour for Ocean’s Eleven (at least, that’s how Matt Damon tells the story).
There may also have been a bit of “one for them, one for us” logic at play for Soderbergh and leading man George Clooney (the two mentioned in interviews at the time that making an Ocean’s sequel gave them the financial clout required to get Syriana off the ground), but the fun vacation factor definitely shines through the entire picture. In fact, the heist element takes a backseat almost immediately, and that’s before a third act revelation that effectively makes it irrelevant.
Not surprisingly, part of this is probably due to the script not being a sequel to Ocean’s Eleven when Warner Bros. first acquired it. Written by George Nolfi on spec, Honor Among Thieves was the story of an American criminal competing with a European rival. The latter became François Toulour aka The Night Fox, played by Vincent Cassel. The former’s role was redistributed among Danny Ocean’s cohort.
That the resulting plot cares little about the heist itself is obvious in how it treats the characters: whereas Eleven was a proper ensemble piece, and Thirteen went down the same path a few years later, Twelve is blatantly uninterested in any members of the crew who are not played by Clooney, Damon, Pitt or Don Cheadle (and, to a minor extent, Julia Roberts, whose participation had to be altered due to her pregnancy, which was jokingly incorporated in the script). To cite the most obvious example of this, Carl Reiner, who was one of the highlights of the first movie, is now barely part of proceedings for most of the running time.
What really matters, even when the characters are underserved, is the whale of a time everyone had making the film, with Rome and Amsterdam as primary shooting locations in Europe and a few other choice locales spicing up specific scenes. Most notably, the exteriors of the Night Fox’s mansion on Lake Como were partially filmed at Clooney’s real lakeside residence, Villa Oleandra (some shots were captured at Villa Erba, a ten-minute walk from where I was living at the time).

Everyone waltzes from one location to the next, always with a knowing smile: from Clooney’s age to Roberts’ pregnancy, in-jokes abound, including at least one gag about Cheadle’s less-than-stellar accent work and an extended bit about Damon being given more to do (although the actor, being self-conscious about his rising stardom and having just done The Bourne Supremacy, actually asked Soderbergh to give him fewer scenes). And then there’s the utterly bizarre Topher Grace cameo, which contained Hollywood jargon that probably made no sense to international viewers who were left wondering who that young man was (as That ‘70s Show wasn’t a big deal outside of the US back then).
As such, this second installment in the trilogy rarely manages to be more than the sum of its parts, on account of being too loose and breezy, almost to the point of self-parody. And yet, those parts are never anything less than at least superficially but genuinely entertaining, as everyone is in on the joke without being smug about it (one of the sheer strokes of genius is Robbie Coltrane’s cameo as Matsui, whose deliberately incomprehensible remarks poke fun at the tradition of specialized criminal lingo).
Perhaps inevitably, critics and audiences were divided on how successfully Twelve pulled off its good-natured act of trolling (it grossed almost 100 million dollars less than Eleven worldwide), but Soderbergh has since stated it’s his favorite of the three. It’s easy to see why, considering the film he shot right before was Hollywood satire Full Frontal, a much smaller, looser affair than his recent studio pictures.
He applies that same spirit on a larger scale in Ocean’s Twelve, using the means granted him by Warner Bros. to be as playful as possible without going too far. Unlike the recent Joker: Folie à Deux, which can be viewed as an exercise in contempt for part of its predecessor’s audience, Twelve still manages to give what it promised fans of the first movie: a crime comedy where everyone is ridiculously charming. And much like the characters themselves, it pulls it off by bending the rules just the right amount, before returning to Vegas for the next chapter.
“Ocean’s Twelve” is currently streaming on PlutoTV and is available for digital rental or purchase.