Ocean’s Twelve finds itself the black sheep of the trio, inspiring bewilderment and even scorn for its lax attitude toward typical genre beats and for its gutsy meta gambit, which have been puzzlingly taken as evidence of the filmmakers smugly thumbing their noses at audiences. Of course, as is so often the case with black sheep, it is precisely the film’s eccentricities that endear it to its ardent fans, the director himself among them.
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Of Jacques Becker’s 1954 anthropological crime masterpiece Touchez pas au Grisbi, André Bazin wrote, “Becker has dared to see his script for what it is: nothing. . . . None of the episodes are dramatically necessary. If we try to tell the story, we soon see that it is composed of nothing but aborted, thwarted, and interrupted actions.” So it is with Ocean’s Twelve (2004), the freewheeling, iridescent second entry in Steven Soderbergh’s crowd-pleasing caper comedy series, one of the precious few blockbuster franchises in modern American cinema directed by a bona fide auteur. It is for those aforementioned discursive qualities that Twelve finds itself the black sheep of the trio, inspiring bewilderment and even scorn for its lax attitude toward typical genre beats and for its gutsy meta gambit, which have been puzzlingly taken as evidence of the filmmakers smugly thumbing their noses at audiences. Of course, as is so often the case with black sheep, it is precisely the film’s eccentricities that endear it to its ardent fans, the director himself among them. The blockbuster landscape has shifted markedly in the time since Twelve’s release, and it is now almost impossible to imagine something as idiosyncratic slipping past studio bigwigs and into the multiplexes. If there is one thing to be gleaned from the recent Scorsese v. Marvel ballyhoo, it’s that pop cinema demands more scrutiny, lest we forget what entertainment appeal working hand in glove with artistry really looks like. And so it behooves us to take another look at the maligned Ocean’s Twelve, which stands as among the most intelligently constructed, gorgeously lensed, and sheerly pleasurable offerings of the young millennium.
Leaving behind the glitz and glamor of the Vegas strip in Ocean’s Eleven (2001), Twelve finds Danny Ocean settling down and into a life in sleepy East Haven, Connecticut, with Tess, the fiery passions that laced their Eleven repartee with classic Hollywood electricity having cooled into quaint domesticity. Soderbergh slyly restages Eleven’s opening parole board scene with Danny sitting across from an unseen bank teller attempting to open a retirement account, another occasion to take stock of his life. The canted behind-the-desk framing is constricting and uncomfortable, immediately conveying Danny’s restlessness and dissatisfaction with having gone straight. When Danny soon receives word that Terry Benedict is back for all the cash he and his crew stole (plus interest), Soderbergh doubles down on the visual strategy, cramming Clooney into corners and behind train seats – rarely has the ‘Scope frame felt more claustrophobic.
With Benedict’s entrance the diktats of the sequel have arrived to demand the ensemble be reconvened, and the sequence in which each member of the Ocean’s crew is reintroduced – far from a labored retread of Eleven’s crew assembly – evinces an artist at play. In a series of mostly single takes, Soderbergh produces a kaleidoscopic polyptych of roving camera moves and reflective surfaces showcasing amusing anecdotes of failure (as it turns out, $13 million tax free is no guarantor of success in life). The matcha green walls of Frank’s nail salon give way to Basher’s darkened music studio, where Benedict materializes in the glass like a demonic specter; the clean white planes of Rusty’s hotel collide with the baroque purple and gold designs inside Rueben’s fortune teller gallery, reflected in a mirrored ceiling. Ocean’s Twelve is Soderbergh’s most beautiful film, rivaling in visual splendor the striking color compositions in John Boorman’s Point Blank (1967), which Soderbergh admires.1 Elsewhere, the cabin of a technologically equipped houseboat glistens like a meteorite, and the Lake Como magic hour in the final act resembles nothing in the cinema so much as it does lapis lazuli in a Renaissance fresco.
With the ’States off-limits, the gang sets its sights on Europe, booking an evening flight to Amsterdam. Instead of one establishing shot, Soderbergh gives us a flurry of nine – one for each letter in the city’s name – showing off the city’s streets, canals, and iconic grachtenpanden, a swift celebration of architectural beauty quite different from Vegas’s flashy facades. (Criticisms that the film was merely a paid vacation for its stars ignore how much it invites audiences to revel in European grandeur.) On the ground, they soon secure their first job, which involves stealing a stock certificate from the home of a wealthy Dutch recluse. The joke here is threefold: the stock certificate is decidedly arcane and unglamorous compared to the casino riches in Eleven; the barely glimpsed Van Der Woude possesses none of Terry Benedict’s resources nor charismatic menace; and yet his stuffy canal home is as impenetrable a fortress as the MGM’s vault. The gang’s brainstorming session inside a cozy apartment is a comic high point, a veritable gold mine of overlapping absurdist jokes (“He opens his second-floor window every now and then.” “What does that mean?” “Means he opens his second-floor window now and then.”). Soderbergh updates the Hawksian hangout dynamic with something closer to the improvisatory style of Altman, shooting loose and greasy handheld to impart the vibrating ambient sense of ideas germinating. It must be said that Soderbergh (shooting under his usual pseudonym Peter Andrews) is among the most adept handheld operators working today; observe the more controlled blocking in the reunion between Isabel and Rusty in the Amsterdam apartment, which plays as a seductive dance that doubles as a cat and mouse game.
One of the oft-discussed through lines in the protean Soderbergh’s career is his penchant for scrambled, multilinear narratives. From the fractured and lilting temporal rhythms of The Limey (1999) and Out of Sight (1998) to the withhold-and-reveal sleights of hand in Side Effects (2013) and Logan Lucky (2017), Soderbergh is the American cinema’s foremost purveyor of films that eschew straight lines. Given that his art is one that traffics in well-worn genres, Soderbergh’s dexterity with narrative shouldn’t be taken for granted, and the failed heist that forms the centerpiece of the film’s first half is perhaps the most fluid example of this in his oeuvre – a dazzling exercise in forward momentum comprised entirely of backward lurches and detours. The pull of a crossbow trigger sends an intern on a sprint down the hallways at Europol HQ to inform detective Isabel Lahiri (Catherine Zeta-Jones, with wonderful verve) of the break-in at Van Der Woude’s residence, and upon her arrival at the scene the film doubles back to fill in the blanks. Some leftover spackle triggers a Proustian reverie of her whirlwind love affair with Rusty, shot in impressionistic rhythms to the swooning strings of Piero Umiliani’s “Crepuscolo Sul Mare.” Her deductions are illustrated in another flashback, interrupted and revised with yet another demonstrating how the plan was foiled, which then disappears up still another from two weeks prior to the film’s beginning to the deal Benedict made with the Night Fox (an impish Vincent Cassel) that sets the plot in motion. The sequence is quite structurally complex and multifunctional; in the span of a brisk few minutes, the background and emotional stakes are clarified (Rusty’s prankish exit in the prologue now looks quite callous), and the new major players are officially introduced (the formidable protagonist/antagonist Isabel and the mischievous Night Fox), setting up the second act. Yet it hums along without betraying a hint of strain, elegantly streamlined and perfectly legible – nonlinearity as clarity.
The reveal of the Night Fox, a renowned French cat burglar in the To Catch a Thief (1955) vein, signals an off-the-wall zaniness that places the film at a half-step remove from the comparatively grounded reality of the first film. The project (which was initiated by Soderbergh, not the studio) has its origins in a script by George Nolfi originally titled “Honor Among Thieves,” which Nolfi conceived as a stand-alone story separate and apart from any notions of a franchise. His script, about two master thieves from opposite sides of the Atlantic competing to steal the same object, was then retrofitted with the characters from the 2001 film, a collaborative process that perhaps accounts for many of the film’s quirks and also gives rise to one of its amusing ironies: that of American collectivism and fraternité triumphing over French individualism. This discrete genesis is an asset that helps the film sidestep sequel stagnation; whatever Soderbergh and co. are doing, they certainly aren’t repeating themselves.
The American cinema of the 1960s and ’70s has long proven fertile ground for Soderbergh, and here he and Nolfi draw heavily on Peter Yates’s The Hot Rock (1972), a somewhat deeper cut in which a crew of four fails and fails again to steal the same diamond from various locations after repeatedly fumbling and misplacing it. It is this borrowed thread of continuous failure that precludes the satisfying masterplan-slotting-into-place feeling that makes Ocean’s Eleven so beloved. (It’s also why Ocean’s Thirteen (2007), consciously designed in the first film’s image, often plays like a mechanical victory lap compared to Twelve, which constitutes an altogether separate Olympic event.) And yet it is what lends the film its distinct, slight touch of pathos. Yates affectionately said his film was about characters who, “like many people, plan things all their lives and never have it work out,” which at various times equally applies to both the crew’s and Isabel’s struggles here (Martin). It is also the film’s greatest source of humor, what makes it far and away the funniest of the three.
Twelve delights at every turn in deflating expectations. The Amazing Yen, the “grease man” whose acrobatic and contortionist skills proved so crucial to infiltrating the Bellagio vault in Eleven, is packed into a piece of luggage and smuggled out of a hotel to avoid being seen by the police, but is subsequently lost in transit. (“The modern man . . .” Livingston philosophically muses). Danny wakes up early and raring to go on the day of the big heist, only to find that his wake-up call was a ruse and that it’s still the night before. As ever, Soderbergh remains a process-oriented filmmaker, only here it’s in service of every hiccup in plans gone awry. The crew’s attempt to steal the coronation egg comprises the film’s climactic set piece, an exhilarating montage of abject failure. It’s the punchline to a conceptual gag: Soderbergh constructs the heist rehearsal scene entirely out of shots of the detailed miniature museum model, but come time to execute, none of them even make it through the front door. David Holmes’s score here is bombastic and propulsive, with a dissonant sax riff creeping in when things start to really head south, before morphing into a ’70s chase cue as members are rounded up (the jump-cut from Yen’s innocent bluffs to his violent arrest is a perfectly calibrated sight gag) and the remaining few make a panicked getaway. It’s at roughly this point in the runtime that the grand plans in Eleven and Thirteen are commencing, but here our heroes are left with their numbers depleted to three, the rest captured and in jail. It’s hilariously perverse, and Soderbergh isn’t done yet.
The “Lookie-loo with a Bundle of Joy” – in which a pregnant Julia Roberts impersonates herself – is a take-it-or-leave-it proposition, the film’s own “Afghanistan banana stand.” To reassure nervous studio heads, Soderbergh pointed to a tossed-off gag in His Girl Friday (1940) for meta precedent, and in its construction the scene is also where Twelve comes closest to that film’s fevered screwball pitch. Characters bounce off of each other while gliding in and out of rooms with dialog flying at a breakneck pace (this is also where Saul reappears to compound the frenzy). Bruce Willis’s tough guy persona plays exquisitely off of Roberts’s jumpy facade while ruthlessly batting aside Damon’s nervous stream of publicity agent attempts at speeding things along. Is it madcap and preposterous? Of course, and the filmmakers freely admit it; unlike The Hot Rock’s hypnosis trigger, the plan here blows up in their faces, and the capper – a deflated Tess removing the pillow from underneath her dress and using it as a seat cushion – acknowledges the absurdity of it all.
Perhaps the only incident in the film that draws more ire than the Tess episode is the reveal that the crew already stole the egg around the film’s midway point, and that everything else is merely, as LeMarc says, “a very elaborate show.” Setting aside the irony of accusing a conman movie of not playing fair, there’s a small nugget of wisdom contained here about rolling with the punches and keeping your plans close to the vest, and the twin sequences in which Danny and Toulour recount how they each stole the egg present still more aesthetic variations and pleasures. Toulour’s laser-dodging ballet is a delirious mélange of color and motion, his graceful athletic feats perfectly in sync with Soderbergh’s deft camera and nimble cutting. Danny’s recap expands on the (previously clipped) black-and-white passage that introduced the egg, toggling to color right on the decisive guitar chord in Giuseppe de Luca’s “Rito a Los Angeles” (producing quite the dopamine rush). Staying true to his DIY ethos, Soderbergh opts for guerrilla handheld, traversing bustling city streets on foot before boarding the real train where the swap takes place. Compare those boxed-in shots from the earlier train sequence to the open, extreme-wide-angle ones here; with the egg in hand and their future secured, the men are home free.
The orgiastic, amber-dipped coda is signaled by the triumphant MONDAY NIGHT emblazoned across the screen in a font large enough for a highway billboard, with Dave Grusin’s “Ascension to Virginity” climbing to dizzying heights on the soundtrack as the crew trickles in for a curtain call. Are there any films with a greater evocation of the relief brought on by beating a deadline? The debts have been paid and the weight has been lifted, the lovers reconciled and father and daughter reunited, and the gang’s all here to celebrate (a joyous change from the isolated ways in which we found them). Once again Soderbergh privileges texture and musicality, emphasizing the warmth of light in close-ups of each character and the convivial sounds of camaraderie. We’ve been taken for a ride, but we’re in on the joke. The film’s final image, a blurry freeze-frame of Isabel erupting in laughter, is one of giddy, undiluted ecstasy. And is that not precisely what we desire from the Hollywood dream factory, what we seek from cinema?
Bazin, André (trans. Bert Cardullo). (2006). “The Cinema of Jacques Becker: Four Original Reviews.” Film Literature Quarterly, 34(4), p. 253.
Martin, James. (1972, April 16). “MOVIES: British Director Peter Yates Finds His Action in America.” Chicago Tribune, p. 16.
- Soderbergh provided an enthusiastic commentary for the DVD of Point Blank. [↩]