Rarely does a sequel live up to the hype of its predecessor. This is not because sequels are inherently bad—although many fall prey to the inherent pitfalls of grafting on to a self-contained story. Sequels must strike an exceedingly precarious balance between familiarity and novelty, replicating what fans enjoyed without retreading the exact same territory, and directors often struggle to deliver that balance. But more often, sequels fall prey to the hype itself: as fans wait impatiently for the next installment of a story, their expectations grow too big for any movie to satisfy, regardless of its merits.

Even good sequels may be received poorly by fans. Yet the culture of rewatching offers those misjudged films the opportunity to be reexamined and redeemed once the zeitgeist has passed—perhaps, even, to establish legacies independently of the franchises to which they belong. Ocean’s Twelve may not have been the sequel that fans expected, but it is a worthy successor to the subtle brilliance of Ocean’s Eleven, and it deserves to be celebrated in its own right.

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Audiences’ first mistake—made by critics and casual viewers alike—was to evaluate Ocean’s Twelve as a heist movie. It is not a heist movie, but an offbeat indie comedy, directed by one of the trailblazers of American independent cinema. While it might have been reasonable, initially, for viewers to expect a heist movie to be followed by a heist sequel, that expectation actually reveals one of the quirks of Ocean’s Eleven: the movie is ostensibly about a heist, but the tangled machinations of that heist were not what gave Ocean’s Eleven its staying power (much bad faith criticism of Ocean’s Twelve simply ignored the fact that Ocean’s Eleven does not actually tell the audience how the gang will escape with the money, despite Reuben’s early suggestion that escape is the key blocker to robbing a casino).

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Rather, the film became an icon for its dynamite ensemble of actors and its delightfully offbeat humor. This paradox is summed up by Topher Grace’s seminal cameo, the “All…reds” scene. Although Danny and Rusty spend the scene both flaunting their criminality, essentially conning the young actors into making bad bets, it is Topher’s swaggering reveal that viewers ultimately remember. The rest of the movie iterates on this formula; the heist is mere misdirection—a flashy scheme that contributes little to the film’s underlying charm.

Sequels should, ideally, play up what worked in the first film and minimize what was weak, and Ocean’s Twelve fulfills that brief. The heist itself is concentrated entirely in the final twist, with the remaining screen time focused on allowing the actors—and their acclaimed director—to shine. Visually, Ocean’s Twelve stuns and delights with its playful camera work and creative editing; it is, in almost every way, an aesthetically-superior film to Ocean’s Eleven.

Soderbergh himself has defended the filmmaking, which evokes Italian cinema of the 1960s with its luminous palette, stylish cuts, and eminently groovy soundtrack. Yet the artistry does not interfere with the film’s levity—indeed, it enhances the comedy. In the opening scene, for instance, most of the ironic subtext is delivered through images, culminating in a fantastically absurd freeze-frame of a defenestrated Brad Pitt (the sotto voce opening of “L’Appuntamento” being the cherry on top).

The comedy of Ocean’s Twelve is also driven by the performances of its actors, who return to the same roles, but not to the same dynamics. Particularly radiant is Matt Damon, whose portrayal of Linus Caldwell seems slightly elevated by Damon’s rise as an action star between Ocean films. Though his attempts to assume a more central role still meet with misadventure, Linus’s general awkwardness is more comically hapless than outright cringe-inducing (as it was in Ocean’s Eleven)—making Linus one of the film’s most quotable characters.

Julia Roberts’s Tess is also transformed: gone is the gloomy, austere love interest of Ocean’s Eleven, replaced instead by an effervescent partner in crime, the remote princess in a tower replaced by the precocious co-conspirator. The meta-performance in which Tess impersonates Julia Roberts is a truly audacious twist of writing, but Roberts pulls it off masterfully—the unflinchingly zany sequence is a high point of the film.

Yet the true leads of the franchise are not overshadowed; instead, they benefit from the reversal in dynamic, with Rusty almost reveling in a position of compromise, while Danny flirts with the prospect of obsolescence. Danny’s less central role gives Clooney the opportunity to engage in a winsome meta-commentary about his own age and the prospect of retirement, in a bit of understated self-reference that enhances the comedy without weighing down the tone.

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If Soderbergh’s artistic vision in Ocean’s Twelve was a conscientious departure from the style of Ocean’s Eleven, writer George Nolfi’s depiction of the characters was a departure necessitated—at least in part—by circumstance. Developing twelve distinct characters would pose a considerable challenge for a book series or a TV show; it is a mammoth task for a two-hour movie. Add to that the fact that the characters had already been established (so continuing to portray them in the same way risks feeling staid), and the core ensemble alone included a significant number of A-listers (all with the proven capacity to steal scenes from their co-stars), and the challenge of just giving everyone lines begins to look impossible—even without the need for a basic plot.

A heist movie further requires complex plotting, with ample clues laid throughout, leading up to a satisfying triumph. That plot is Ocean’s Twelve’s weakest point is, therefore, understandable, although it is difficult to imagine how Nolfi might have done better (unless audiences were prepared to watch a much longer movie). Given the circumstances, discarding the intricacies of an elaborate heist plot seems to have been the right choice, taking nothing away from the film besides easy genre categorization.

So what is Ocean’s Twelve about, if not a heist? Some of the more generous critics interpreted it as a self-referential meditation on its own franchise, and therein may lie the reason that its legacy has not been redeemed since its release. Ocean’s Twelve seems to be about nothing so much as ego—the self-incriminating egos of the ensemble, the competitive ego of the Night Fox, and the countervailing egos of Isabelle (Catherine Zeta-Jones) and prior antagonist Terry Benedict (Andy Garcia).

Although Soderbergh has denied any intentional self-reference, there is a natural deconstruction suggested by the minimized heist plot, which is driven more by pointless competition than by the antagonism of Benedict. Perhaps the heist plot is pointless—perhaps, by extension, a pro-thief heist plot is a pointless exercise of fantasy. Audiences may struggle to accept sequels, but they struggle even more to accept the implication that something they love is not good. The flaw of Ocean’s Twelve, then, would not be its lack of meaning but its suggestion that meaning was misconstrued in Ocean’s Eleven.

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Fortunately, this theoretical paradigm is not all that useful to appreciating what works in Ocean’s Twelve. Like its predecessor, it offers no deeper meaning, because it needs no deeper meaning. Viewers who remain unsatisfied with that proposition might consider how much can change in three years. In 2001, when Ocean’s Eleven was released, it arrived in the context of an already-popular trend—it is a distinguished entry in the genre catalog, but not groundbreaking.

In 2004, on the other hand, independent cinema gave rise to a new kind of comedy, with the release of Napoleon Dynamite. That movie begot a wave of indie comedies that relied more on absurdism and situation than diegetic jokes or over-the-top performances. Ocean’s Twelve arrived on the bleeding edge of that movement, channeling its conventions under the guise of a big-budget sequel. What may disappoint as the follow-up to a mainstream heist blockbuster thrives as an indie revolutionary, and viewers would be wise to reevaluate it through that lens…if they reevaluate it at all.

In a profile for the tenth anniversary of Ocean’s Twelve, Soderbergh propounded that the film might be “one of the biggest budgeted stoner movies of all time.” While the assertion is facially inaccurate, it points viewers to perhaps the best way to enjoy Ocean’s Twelve: stop overthinking it. The film is a work of art, but it is also meant to entertain—offering engaging scenery and diverting company. Viewers should discard the expectations generated by Ocean’s Eleven, and just be along for the ride.

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