When Ocean's Eleven came into theaters, it was a nice, breezy, slight piece of fun. It was full of stars who obviously enjoyed themselves during filming, thus making the experience fun for audiences. With the ungodly amounts of money grossed, a sequel was assured, and here it is. Like most sequels, it is worse than the original. The stars look like they are still having fun, even more than the first time, but this time, the fun does not translate over to the audience. The Vegas setting was clean, pristine, and shiny, almost artificial. Ocean's Twelve takes the group off the Europe, where things just are not the same.

Every single star reprised his/her role, and this is primarily because of director Steven Soderbergh (Solaris, Full Frontal). He is an actor's director, who successfully went from indie to mainstream without losing his voice, and all major stars are dying to work with him. Even more surprisingly is that he added Catherine Zeta-Jones, Vincent Cassel, Eddie Izzard, Robbie Coltrane, and a few other surprises to the cast. This makes for close to fifteen big name stars all vying for screen time. This also means that some characters appear in what amounts to token appearances. The story criminally underutilizes Bernie Mac (Mr. 3000, Bad Santa), Elliot Gould (Ocean's Eleven, Puckoon), and Carl Reiner (The Majestic, Good Boy!).

George Nolfi (Timeline) wrote the screenplay, which occurs three years after the original. Terry Benedict (Andy Garcia, Twisted, Confidence) managed to hunt down Danny Ocean (George Clooney, Intolerable Cruelty, Spy Kids 3-D), now happily married to Tess (Julia Roberts, Closer, Mona Lisa Smile), and all ten of his cohorts. He wants his money back with interest, and gives them two weeks to get it, in exchange for their lives. Now too hot to work in America, they decide to try their luck in Europe.

There, they butt heads with a French master thief (Cassel, The Reckoning, Irreversible) and detective Isabel Lahiri (Zeta-Jones, The Terminal, Intolerable Cruelty), who had a relationship with Rusty Ryan (Brad Pitt, Troy, Sinbad) that ended badly. Moreover, Linus Caldwell (Matt Damon, The Bourne Supremacy, Jersey Girl) wants a bigger role. Because of Lahiri, the unfamiliarity of the surroundings, and the looming deadline, Ocean, Ryan, and crew are on edge. This causes them to be sloppy, and Lahiri picks them off one by one.

Soderbergh and Nolfi throw in the typical red herrings, zippy dialogue, and the ride is fairly fun. The spontaneity of the original is gone, replaced by what feels like forced spontaneity. The best twist comes with Roberts, who takes on a highly entertaining role in the film. The most surprising aspect is that Soderbergh uses many of the stylistic flourishes he did in indie films. He switches lens' gives some strange off-kilter angles, and uses things like quick zooms and freeze frames to make the film seem less like a commercial film and more like an independent.