By all rights, the 2001 remake of 1960’s Ocean’s Eleven should have stunk. Sure, it included a lot of talent, with quite a few Oscar winners both behind and in front of the camera. However, that could have turned into its Achilles heel.

All-star productions often turn out poorly, as all those egos can’t work together well enough to create a good ensemble piece. The idea of an update on an old Rat Pack flick didn’t sound all that appealing either; it seemed likely the new movie would be a self-conscious and self-indulgent piece of hipster fluff.

To my surprise, Eleven ended up as a minor gem. It never took itself seriously as is told a goofy and endearing tale of a complicated robbery. Audiences agreed, as the flick took in a solid $183 million.

2004’s Ocean’s Twelve didn’t do quite as well, but its $125 million gross wasn’t sneeze-worthy. Nonetheless, that’s a lackluster total given the first one’s success and all the star power on display. Unfortunately, the the dull and plodding Twelve can’t recapture the first film’s magic.

Twelve launches with a prologue set “three and a half years ago” in Rome. Crook Rusty Ryan (Brad Pitt) flees his detective girlfriend Isabel Lahiri (Catherine Zeta-Jones) when it looks like she’ll figure out his profession.

The movie then leaps to “three and a half weeks ago” in Connecticut, where thief Danny Ocean (George Clooney) tries to settle down into a non-criminal suburban life with wife Tess (Julia Roberts). Clearly the old life still entices him, and matters complicate when her super-rich former flame Terry Benedict (Andy Garcia) - the subject of the first movie’s caper - shows up at their house with Tess home alone. Benedict wants back the $160 million Danny and company stole - plus interest - and he gives the crooks two weeks to pay him.

From there, Benedict makes his way through all of the participants in the original heist: pickpocket Linus Caldwell (Matt Damon), pyrotechnician Basher Tarr (Don Cheadle), inside man Frank Catton (Bernie Mac), drivers/general nuisances Virgil (Casey Affleck) and Turk (Scott Caan) Malloy, electronics expert Livingston Dell (Edward Jemison), “grease man” gymnast the Amazing Yen (Shaobo Qin), retired vet Saul Bloom (Carl Reiner), and former Vegas tycoon Reuben Tishkoff (Elliott Gould). Benedict ends his crusade with a threat against Ryan.

Danny reunites “Ocean’s Eleven” - most of whom complain about that moniker - to figure out how to deal with this debt. They need a new job right away, but they’re too well known to work in the US. This sends them to Amsterdam on Ryan’s suggestion, but it turns out he has an ulterior motive: Isabel is in Amsterdam, and he wants to reconnect with his old flame.

While in Amsterdam, they meet with Matsui (Robbie Coltrane), an agent who steers them toward various jobs. The first sends them into the home of an agoraphobic and doesn’t pay much, but it’s a start. However, a criminal mastermind called the “Night Fox” (Vincent Cassel) beats them to it, and the whole situation gets more and more complicated, especially when Isabel comes onto the case.

Why did the Night Fox thwart Ocean’s gang? Jealousy. His mentor considers Ocean to be the world’s greatest thief, so the Night Fox wants to establish his own supremacy. He offers Ocean a challenge: whoever steals a particular item first wins, and if it’s Ocean, he’ll pay off the whole $97 million debt to Benedict. The movie follows the battle of the crooks along with Isabel’s attempts to involve herself in the situation.

Eleven was lightning in a bottle and the sequel can’t recapture the energy and magic of the original. At its best, Twelve offers decent entertainment, but it never takes off like the first one did.

Maybe it’s too much to ask everyone involved to get back into such an unusual circumstance. Eleven was sort of a busman’s holiday, as the folks who made it did the whole thing as something of a lark. They went into it with a relaxed attitude that came through via the light and loose attitude displayed.

On the other hand, Twelve often has the feeling of a contractual obligation. I don’t think anyone was truly required to make it, but it’s clear there was more at stake this time. The first movie was an expensive party that managed to become a big hit. Of course, it had high expectations given the talent involved, but it didn’t look like the participants saw it that way.

I think the stress became more distinct for Twelve. The first flick was a lark, while this one required more effort since all involved had more pressure to succeed.

That seems to weigh on the proceedings, as Twelve never remotely displays the light effervescence of its predecessors. Granted, it gives us a more nuanced character piece that tries to dig into the personalities with greater depth. While Eleven was happy to stay with pop charm, Twelve wants to deal with real emotions and consequences.

Unfortunately, it attempts those elements poorly, partially because it tries to have its cake and eat it too. The movie interconnects mildly dramatic moments with light goofiness and doesn’t succeed in either domain. The seriousness lacks heft, and the comedy feels strained and forced.

The drama also flops because we simply don’t go to see a movie like Twelve for that kind of material. If I want to watch something serious, I’ll go see Hotel Rwanda. When I check out an Ocean’s flick, I want a zippy neo-Rat Pack vibe with sizzle and lather to spare.

That doesn’t materialize in the leaden Twelve. Actually, for one brief moment toward the end, the movie manages to almost live up to its potential. I won’t spill all the beans, but it involves an actor essentially playing a character playing that actor, and it also includes a cameo from another major star. The whole thing is almost too clever-clever to work, but it does succeed, and for a few happy moments, the flick turns into something special.

Unfortunately, it soon returns to earth and continues on its dull path. An essential lack of focus definitely harms Twelve. Eleven enjoyed a very basic plot and it prospered largely due to that simplicity. 11 guys put together a heist - that was about it. Yeah, some minor subplots evolved as well, but the movie concentrated on that robbery above all else, and that led us on a concrete path.

On the other hand, Twelve bobs and weaves itself into oblivion. Essentially it’s all oriented toward paying off Benedict, but the tale takes so many detours along the way that we get lost. Not only that, but when it tries to right itself, we don’t care.

Another problem that stems from the absence of focus relates to the use of the leads. Clooney and Pitt often feel like afterthoughts here, and most of the others don’t fare any better. When the movie ended, I thought of Isabel and the Night Fox as the major characters; everyone else seemed like vague support. A sequel that concentrates mostly on two new characters doesn’t sound like a good proposition. Maybe this is just my perception and the screen time is more balanced, but the movie sure doesn’t make it feel that way.

Admittedly, I think it’s good that Ocean’s Twelve doesn’t simply remake its predecessor. Another story with another big caper might have been tedious. However, it’s hard to imagine it’d have been less engaging than this.

Addendum: the review above came from my initial viewing of the film back in 2005. My screening of this Blu-ray was my second time through Twelve, and I must admit I found the flick to be significantly more enjoyable on this occasion. No, it’s not as fun as Eleven, but it boasts more verve than I believed back in 2005, and it has a fair amount going for it.

I didn’t want to rewrite my entire review, as I feel that’s a form of revisionist history; my comments from 2005 remain valid, even if I now have a different opinion. The old POV certainly wasn’t in the minority, as Twelve got a lot more bad reviews than good ones. Nonetheless, I wanted to note that I found a lot more to like from Twelve a few years down the road. It’s still the weakest of the three movies, but it’s reasonably entertaining.

Ocean’s Twelve appears in an aspect ratio of approximately 2.35:1 on this Blu-ray Disc. While not flawless, the presentation usually looked very good.

Sharpness appeared positive. The image remained nicely distinct and well defined much of the time, as only minor softness came into play, and most of that seemed to be connected to photographic choices. No jagged edges or shimmering popped up, and I saw no examples of edge enhancement. In regard to print flaws, some light grain appeared due to the photographic design, but otherwise the picture seemed free from defects.

Director Steven Soderbergh usually features stylized hues, and that occurred during Twelve as well. The movie offered broad and vivid color schemes, and the Blu-ray replicated them well. Soderbergh apparently likes for colors to border on oversaturation, and that happened here. However, the tones remained clear and tight throughout the movie; they just managed to keep from crossing that line.

Finally, black levels looked nicely deep and rich, and even though Soderbergh sometimes favored a “blown out” look, I felt contrast appeared solid and the movie never presented a washed out appearance. Shadow detail was appropriately heavy without any excessive darkness. Overall, I found Ocean’s Twelve to look pretty solid.

As for the film’s Dolby Digital 5.1 soundtrack, it didn’t excel, but it did its job. The soundfield remained fairly heavily oriented toward the front spectrum. In that domain, the music offered solid stereo imaging, and effects seemed natural and well defined. Those elements spread cleanly across the forward channels. They showed good blending, and panning appeared smooth and natural.

Surround usage seemed limited but acceptable. The rear speakers reinforced the film’s music and they also occasionally offered decent effects support. Admittedly, they remained fairly passive much of the time, but they came to life acceptably during a few scenes. Not much stood out from the crowd, though, as the mix lacked a lot of flair.

Audio quality also seemed positive but not special. At times, dialogue displayed slight edginess, and some speech sounded a bit stiff. However, most of the time the lines were acceptably natural and distinct, and I never encountered any concerns related to intelligibility. Effects seemed clear and accurate, and they provided the film’s strongest examples of subwoofer usage. Bass response was tight and firm. The songs and score provided clean and bright highs with similarly rich lows. Ultimately, however, the soundtrack of Ocean’s Twelve failed to make a strong enough impression to merit more than a “B”.

How did the Blu-ray compare to the original DVD from 2005? Audio seemed literally identical, as the Blu-ray lacked a lossless option. However, visuals were tighter, smoother and more film-like.

Although the original DVD included almost no extras, the Blu-ray boasts a mix of features. These open with an audio commentary from director Steven Soderbergh and screenwriter George Nolfi. Both sit together for this running, screen-specific look at story and script, adaptation and character issues, cast and performances, sets and locations, cinematography and Soderbergh’s approach to filming, music, and a few other production areas.

I’m too lazy to check my reviews and confirm this, but I bet I’ve never met a Soderbergh commentary I didn’t enjoy. The director seems to be utterly incapable of providing boring chats, and this discussion continues this positive trend. He and Nolfi interact well to produce a funny, informative look at their oft-maligned film. Despite a little more dead air than I’d like, this remains a strong commentary.

An HBO First Look Featurette runs 13 minutes, two seconds and includes notes from Soderbergh, Nolfi, producer Jerry Weintraub,and actors George Clooney, Don Cheadle, Matt Damon, Brad Pitt, Andy Garcia, Bernie Mac, Casey Affleck, Carl Reiner, Catherine Zeta-Jones, Vincent Cassel, Julia Roberts, and Elliott Gould. The show examines story and characters, cast and performances, and the atmosphere on the set. Programs like this tend toward the puffy side of the street, and that holds true for this one. Pitt adds some snarky comments, and we get a few decent shots from the set, but overall, this piece exists to promote and it does little more than that.

In addition to the flick’s trailer, we get 18 Additional Scenes. These fill a total of 28 minutes, 19 seconds and usually fall into two categories. We get alternate/extended introductions to the characters, or we get little tidbits that flesh out the secondary participants. Some of these are enjoyable – like the alternate intros to Linus – but none are crucial, and some would’ve made a long movie go even more slowly. While I can’t think of any that should’ve made the final cut, they’re interesting to see.

When I initially watched Ocean’s Twelve back in 2005, I thought it provided a plodding, meandering dud. On second review, I still don’t think it’s nearly as good as the first movie, but it has its own charms. I admire the fact that it didn’t just copy its predecessor, and it delivers decent entertainment. The Blu-ray offers very good visuals, more than adequate audio, and a few supplements highlighted by a terrific commentary. Twelve remains the most challenging – and off-putting – of the three Ocean’s films, but it usually works.

To rate this film, visit the 2004 DVD review of OCEAN'S TWELVE