Upon release, the sequel Ocean’s Twelve was among director Steven Soderbergh’s most divisive films. Compared to the stylish remake Ocean’s Eleven (2001), a clever and impossibly cool heist movie that scored well with audiences and critics alike, Ocean’s Twelve felt awkward and off-key. The twirling personality of its predecessor felt muted and submerged here, and none of the A-list actors reprising their roles seemed to be enjoying themselves like they did last time. Moviegoers were miffed—not enough to inhibit yet another Ocean’s film from popping up, but miffed nonetheless. More than a decade later, the film is a litmus test. Ocean’s Twelve is less a follow-up to Ocean’s Eleven and more a deconstruction of it, a sequel to a remake of a film that was itself a sort of deconstructive spoof of a very specific celebrity coterie circa ‘60s Hollywood, and one’s willingness to grapple with this postmodern mishmash is directly related to one’s ability to grapple with Soderbergh in the 21st century.

Like the underrated Full Frontal and the similarly divisive Solaris, a bold remake of the Andrei Tarkovsky masterpiece, Ocean’s Twelve is one of the director’s meta-meditations on film form and film function. It calls attention to the mechanics of narrative and the construction of images, rarely resorting to conventional movie comforts, and it deliberately highlights artifice at nearly every turn. Rather than luxuriate in the joys of filmmaking, as he did in Ocean’s Eleven, Soderbergh turns those pleasures inside out and places them under a microscope, intent on revealing what it is that makes them pleasurable in the first place. It starts with genre. Ocean’s Eleven is a heist movie par excellence, structurally sound and effortlessly executed. Ocean’s Twelve turns the heist model into a vehicle for its own creation. It purports to be one thing while operating as another; it’s an art film pretending to be a genre movie.

And the best part is that we’re in on the joke. Right away, Soderbergh assumes the audience knows that the thrilling stakes of Ocean’s Eleven will be impossible to replicate here. The plot revolves around the original’s mark, Terry Benedict (Andy Garcia), forcing the Ocean’s crew into paying him back after they stole more than $100 million from his high-security Las Vegas hotels. But a more elaborate ruse emerges when an enigmatic burglar known as the Night Fox (Vincent Cassel) is revealed to be pulling the strings, hoping to force Danny Ocean (George Clooney) into a cartoonish competition for best thief in the world. Considering Ocean and his crew already pulled off the purported world’s biggest heist in the first movie, there’s no sense in wondering whether he can do it all again. The question the movie asks instead is, “Can we do it all again?” with “we” being the audience and the film, itself. Soderbergh illustrates how the two are in total symbiosis.

Essentially, the Ocean’s crew is being forced to somehow follow up their biggest heist with another one, and if the Night Fox—a suitable if somewhat obvious stand-in for the ravenous movie industry—has anything to say about it, the sequel will be even bigger than the original. That’s why Ocean’s Twelve really isn’t about the heist, which takes place off-screen halfway through the movie. Instead, the film focuses on the con that the crew puts on for the Night Fox and his ever-present surveillance cameras, and the audience is truly along for the ride. After all, the Night Fox is the only one who’s in the dark. We watch as the crew—the cavalcade of stars like Clooney, Brad Pitt and Matt Damon—work the angles and manipulate the images, and it’s our job to buy the action as fiction while remaining fixed to the idea that it’s all a stunt. When the character played by Julia Roberts, who’s often told she looks like Julia Roberts, takes part in a heist by pretending to be Julia Roberts, the very fabrics of theme, characterization and film style have converged with reality in mesmerizing and transcendent fashion.

Such heady theorizing goes down easy thanks to Soderbergh’s notable way with actors and dedicated treatment of genre pleasures. Ocean’s Twelve is still a heist movie at heart, and the cast indulges in some delicious character interplay throughout. George Nolfi’s script, originally written for a John Woo movie (!), is filled with bubbly dialogue and some sharp one-liners, handled with apt wit and charm by Clooney and company. The film is dripping with style. As Roger Ebert wrote in one of the few outwardly positive reviews printed at the time, it’s “all about behavior, dialogue, star power and wiseass in-jokes,” and Soderbergh displays the same casual confidence in these moments as he did in the previous film. It just happens to be in service of undermining the very qualities he’s after. Indeed, Ocean’s Twelve cements Soderbergh as one of cinema’s true con artists.

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