The thing that made Ocean's Eleven so much fun was that it was such a lark.
No one from director Steven Soderbergh to his celebrity cast took themselves seriously.
The simultaneous robbery of three Las Vegas casinos in a single night was as delightful as it was improbable.
In Ocean's Twelve, the gang members are back with Soderbergh at the helm, but this time nothing is as slick or cool as it was the first time out.
That's actually the point.
Ocean's Twelve tries to be a different kind of movie, one that swings closer to Soderbergh's early independent flicks.
It's darker and edgier in everything from its camera work, to its plot.
Casino mogul Terry Benedict (Andy Garcia) wants his $160 million back and in record time, so he and his goons threaten each member of Ocean's gang.
The only thing the thieves can do is regroup, execute a number of heists in Europe and turn the profits over to Benedict.
Not nearly as simple as it sounds because renowned French thief The Night Fox (Vincent Cassel) is determined to thwart them.
The heists themselves are too complex and the planning so convoluted they fail to engage the audience.
There's no tension, very little suspense and limited payoff.
Danny Ocean (George Clooney) has lost much of his sparkle. He doesn't seem to be as witty or droll.
Matt Damon gets much more screen time as the con artist Linus Caldwell and his story line has a couple of the best plot twists in the film.
Linus is a real bumbler whose enthusiasm threatens to sabotage the heists at every turn and Damon plays him as the wide-eyed innocent.
As the explosives expert Basher Tarr, Don Cheadle has woefully little to do, which is also the fate of Bernie Mac, Casey Affleck, Scott Caan and Elliott Gould.
Brad Pitt's Rusty Ryan complicates matters by having an affair with the beautiful Isabel Lahiri (Catherine Zeta-Jones) who just happens to be a Europol agent assigned to capture Rusty and his pals.
At first it seems as if Danny's wife Tess (Julia Roberts) will spend the entire film back in America making phone calls.
Then, in what proves to be a much-needed stroke of comic genius, Tess has to fly to Italy to be the key figure in a museum robbery.
Tess has to go into disguise which finally gives Ocean's Twelve the kind of over-the-top, wink-at-the-audience nonsense it needs.
There's way too much celebrity power in these Ocean's movies for an audience to take anything seriously, so Soderbergh's attempts to give Ocean's Twelve a film noir feel are wasted.
Audiences just want to see Clooney, Pitt, Damon, Roberts and Zeta-Jones be a bit self-deprecating and silly, which is what they finally do when the museum heist begins in earnest.
The final 30 minutes of the movie delivers the kind of laughs the whole film should have.
The real scam is that Soderbergh's script and direction rob us of that pleasure for so much of the film.
This film is rated PG
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