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Steven Soderbergh Month: ‘Ocean’s Thirteen’ a confident final entry in a star-filled trilogy

Steven Soderbergh Month: ‘Ocean’s Thirteen’ a confident final entry in a star-filled trilogy

Read our appreciation of Steven Soderbergh’s Ocean’s Eleven and Ocean’s Twelve here and here, respectively.

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“I’m a goddamn American icon!”

Depending on where you stand on Ocean’s Twelve, Ocean’s Thirteen represents either a group of enormously famous actors going back to salvage the goodwill they squandered in the middle entry of the franchise, or that same group of actors going back to where it all started just to prove they can still pull one over on us. If you’re bothered by even the mention of Ocean’s Twelve, Ocean’s Thirteen may strike you as an unnecessary extension of a series that maybe should’ve been a one-film wonder, but it seems, at face value, to be a safer one, at that. Danny Ocean and his gang of cocksure criminals return to the Sunset Strip, this time to take down a Vegas casino owner so vain and avaricious that even Terry Benedict hates him. Ocean’s Twelve was, for some audiences, almost offensive in its daring creative decisions; to those audiences, Ocean’s Thirteen is simply a reminder of why we all embraced Ocean’s Eleven in the first place, a film very careful to not take too many chances in fear of further infuriating people. While it may succeed on that level to anyone who had the knives out, waiting to dismiss Steven Soderbergh as a director too drunk on his own brand of cool quirk, Ocean’s Thirteen is even more explicit about the divide between the old and the new movie star, and about the importance of respecting what came before you.


“You shook Sinatra’s hand,” Danny Ocean repeats to Willy Bank, the aforementioned casino impresario, encapsulating the film’s entire argument in four short words. By Ocean’s Thirteen, even with the divided reaction to the second film in the series, Soderbergh and friends could feel comfortable that they were no longer as beholden to the Rat Pack as they were in 2001. He was clear, in his Ocean’s Eleven DVD commentary, about stating that he didn’t want to use any direct references to Sinatra or include any of his songs on the soundtrack. Outside of using it as the impetus for making a new film, relying on the original for easy references and jokes would’ve only served to make Ocean’s Eleven too weighted down to the past. By the end of the trilogy, though, Soderbergh’s confidence had grown: not only is Sinatra invoked verbally multiple times, but the triumphant montage at the end of Ocean’s Thirteen, in which the crew celebrates their victory, is scored to Sinatra’s “This Town.” To be fair, the original Ocean’s 11 was never such a widely beloved classic that attempting to remake it seemed like folly, but it is perhaps fitting for the trilogy to close with Soderbergh, Clooney, and the rest asserting that the Rat Pack may have inspired them, but they’re bold enough to directly quote, and almost toast the memory of, the Chairman of the Board.

That quoting is key to the film’s foundation, of course. Al Pacino’s nasty, outsized Willy Bank is part of the old guard. He worked with our friend Reuben Tishkoff back in the day, and they were both powerful enough to have shaken Sinatra’s hand. Reuben, as one would expect, understands what this means: he is part of a very elite club of people (likely only men) who won’t cut each other down in personal or professional dealings. They won’t betray one another. They can’t. They shook Sinatra’s hand. That means something, and in the 21st century, years after Sinatra passed, it has to mean something. Otherwise, what point is there in continuing to live off the knowledge that you were around when Vegas was young, when you were on the top of the world with the coolest guys around? Hell, back then, you were one of the cool guys, right? Bank, though, is dismissive about what it means to have shaken Sinatra’s hand; worse still, he would argue that it means nothing to have done so. It was a man’s hand. He shook it. So what? It is, perhaps, this implicit argument that shocks Reuben into having a near-fatal heart attack as much as it is Willy muscling Reuben out of his new casino. Just like with Ocean’s Eleven, we watch as one of the oldest members of Ocean’s crew is overtaken by health problems; this time, though, there’s no gag, no play. Saul faked a heart attack, but Reuben’s is real, inspiring the rest of the gang into action, not only to ruin Willy Bank’s arrogant materialistic desires, but to impress upon him the importance of respect.


For a brief moment, however, Willy becomes maybe not relatable but less than pure evil. When Danny tells him, at the construction site for what will soon become the Bank Casino, that he’s going to give Willy a chance, the businessman says, spitefully, “Oh, you’re going to give me a chance.” Danny’s not wrong to be furious with Willy—and one of the more interesting threads running throughout Thirteen is Danny allowing himself to be directed by rage far more than in Eleven. But Willy sees Danny both as being an upstart attempting to act like he’s part of the old guard, as well as being something of an obsessive maniac. “You shook Sinatra’s hand” is code to these people, a manner of emphasizing the importance of interacting with the king of this shiny, gaudy palace. But to anyone else, repeating “You shook Sinatra’s hand” like some kind of twisted mantra or statement of purpose for revenge is all sorts of insanity. “Oh, you’re going to give me a chance” is a rare moment in Thirteen because it allows Bank’s inherently unfeeling and self-centered nature to sound, for a brief second, somewhat sane. That echoed sentence speaks to the other theme running throughout the trilogy: there are rules about reaching a level of fame and notoriety, and breaking them is tantamount to treason. Ocean’s Thirteen is as much about our heroes enforcing those rules and punishing those who would dare cross them, as it is about placating anyone worried that Ocean’s Twelve was about those same protagonists not practicing what they preach. If you thought Danny Ocean broke the rules in 2004, don’t worry: in 2007, he’s back on the job.

Unlike the first two films, Ocean’s Thirteen spends more time emphasizing the gap between these stars and the regular people who walk amongst them. The design of the Bank Casino—a structure that was constructed specifically for the purposes of the film, and one that’s architecturally unique, as a two-story casino floor would never be built in Vegas, if only to withstand any potential thieves from spotting tells up on high—enhances the idea that these people are almost godlike in their power. One of the many plates spinning in the air is how Ocean’s group—which now includes Roman Nagel (Eddie Izzard) and Benedict himself, eager to take down his rival—will deal with destroying Willy Bank’s status as a man who can open a new hotel and subsequently win the Five Diamond Award thanks to a rave review. This time, that reviewer is the otherwise-unnamed Very Unimportant Person, played wonderfully by the eternally hapless David Paymer. Until the very last shot, the VUP exists solely to be ruined. His room is plagued by a horrendous smell, inserted by Saul (playing a part as a natty English critic who’s easily swayed by freebies); there are bedbugs on the mattress; walk-in reservations at the swanky casino restaurant aren’t accepted; and the VUP is summarily kicked out, by two security guards who happen to be the Molloy twins, for not keeping with acceptable standards of hygiene. In that last moment, foreshadowed in a couple previous scenes in a delightfully vague fashion, Rusty tips the VUP off to an airport slot machine that might be paying out; one pull of the machine, and the VUP wins an $11 million jackpot. The entire climax of Ocean’s Thirteen is about the main group giving back to an unknowing but thrilled and adoring public. Though it’s an extratextual theory, it’s not hard to imagine this is Soderbergh and the cast giving back to people who turned away from them after Ocean’s Twelve. We may not be as lucky as the people shooting craps or playing roulette at the Bank Casino in the third act, but we (and they) win all the same.


The idea of these characters playing gods of a sort is sprinkled throughout: Roman’s rival, the man who created the system that’s nigh-impossible to game, is named Greco; think, too, of a running gag in which Danny, Rusty, and later Linus are unable to turn away from watching an episode of, and being emotionally touched by, Oprah Winfrey’s TV show. In the latter case, both episodes shown on screen—granted, one of them was clearly faked for the film—involve Oprah or a guest helping other, less fortunate people out, giving of their largesse. Oprah’s show (and note, of course, that it’s perfectly acceptable to refer to her by just her first name; no qualifiers are needed) was known for a lot of stunts, but the idea of such publicly charitable moments is one that’s hard to dismiss, while also being something of a pat on the back. Giving back to the community is a goodhearted, humanitarian goal, and also a fine way to remind yourself of your own worth. So when Danny, Rusty, Linus, and the rest rig the system at the Bank Casino, they do it as much to stick it in Willy Bank’s face as they do to give back some cash to the down-on-their-luck gamblers and high-rollers. But they also do it to remind themselves that they still have the ability to scam and con with the best.

Ocean’s Thirteen may be the most laid-back of the series, even more so than the European jaunt of the middle entry, but it solidifies the presence of George Clooney, Brad Pitt, and Matt Damon as old-school movie stars. Something that occurs frequently in modern discussions about the movie star isn’t just about how to quantify a person’s stardom—is a person a star solely if he or she makes movies that break the bank time and time again, or does popularity outside of their work count?—but comparing the current ones to the past. Tom Hanks isn’t just a reliably famous movie star, he’s our generation’s Jimmy Stewart. Clooney is as much a star as Hanks is, possibly a bigger one, but he’s also our generation’s Cary Grant. To be a movie star is not to have your own identity, but to be beholden to stereotypical comparisons from thte past. This isn’t to say that such connections are faulty or foolhardy, but modern movie stardom is reliant on the past. Considering the self-reflexive and self-aware nature of the Ocean’s trilogy, then, it’s not too surprising that a final look back at the past, at the original stars, is what dominates Ocean’s Thirteen.


On a surface level, Thirteen goes even further than Eleven does in heightening the unreality of the situation, a con of even bigger proportions than robbing three casinos at the same time. Everyone in the core group plays a part. It even extends partly to the initially bedridden Reuben, who recovers in time for the grand opening of the Bank Casino to portray the role of the all-is-forgiven ex-investor; and to Benedict, who blusters and bluffs his way into getting Bank to buy Frank Catton’s Nuff Said dominoes game for center floor placement. Everyone else gets dressed up at least once, whether it’s Saul donning a deliberately cartoonish toupee and British accent, or Danny sporting a Freddie Mercury-style mustache to spy on Bank’s casino security, or Linus wearing a prosthetic nose as he plays the right-hand man to the Amazing Yen’s air-owning high-roller. The men of this movie—and with the notable exception of Ellen Barkin’s character, it’s woman-free among its lead and supporting characters, with Tess and Isabel left on the sidelines because “it’s not their fight”—are constantly in character, even as the audience can see through the disguise. It’s telling that, on the DVD commentary with Soderbergh and screenwriters Brian Koppelman and David Levien, the trio barely distinguish between talking about George or Danny, Brad or Rusty, Matt or Linus. The men who make up Ocean’s eleven (or twelve, or thirteen) are, in effect, interchangeable. One is the other.

The roles that the crew play are, as always, paper-thin, to the point where everyone else doesn’t realize what’s going on only because they’re not paying attention. When Rusty waltzes into Bank’s office as a seismologist worried that the casino is in danger of suffering the calamitous effects of an earthquake, it’s easy to laugh at his get-up, from the granola-hippie long brown hair and mustache to his tan adventurer’s outfit. If Bank cared enough to listen to what he was being told, or even look at Rusty for more than a few seconds, he might know something’s up. Instead, Rusty puts the device of Bank’s own destruction two feet from his office chair. And then there’s Basher, who early on echoes what must have the production’s motto: “You don’t do the same gag twice.” (As much as some people may despise Ocean’s Twelve, it’s precisely this statement that they followed passionately, into the great unknown of the unpredictable.) He strides into Bank’s office on the evening of the grand opening, mere hours before the real person he’s playing, Fender Roads, is set to perform a death-defying stunt to inaugurate the casino on Independence Day. Basher-as-Fender is as outrageous a portrayal as that of Julia Roberts playing Tess Ocean playing Julia Roberts, as winking and knowing, if far less important to the entire gambit.


Don Cheadle’s British accent in the trilogy was only ever slightly better than Carl Reiner’s is here, as hotel critic Kensington Chubb. Finally, Cheadle got a chance to be American again. Of course, Fender Roads is less a honest-to-goodness American, and more a mélange of stereotypes. Even the real Fender, glimpsed from afar in his showtime garb that masks his face, is a gaudy show of a man. He wears a white jumpsuit and cape, bedecked with colors of the American flag, as well as a few flag symbols sprinkled throughout. Cheadle plays the part of the prima-donna performer well, all the way down to the line quoted at the top of this piece, in response to a lowball offer from Bank: “I’m a goddamn American icon!” Fender Roads may be, but the icons on display are these stars. Watching them play at being prima donnas—one hopes, oddly, that it’s not actually true of Clooney, Pitt, Damon, Cheadle, or more—is a delightful send-up, and a fine meta-commentary on those early criticisms of Cheadle’s work in the series.

And then there’s the matter of the Danny Ocean-Terry Benedict battle, revived once more. Benedict’s recruited to the team for this long con for one reason: he’s got the funds to help them out after one of their most crucial and expensive pieces of equipment breaks. Plus, as referenced above, he loathes Willy Bank, whose spire-like casino casts a shadow over the Bellagio’s pool. (There’s also a nice in-jokey quality to the Bank/Benedict rivalry, building up to the scene where they spar over who will get Frank’s dominos game. Al Pacino and Andy Garcia had battled before in the third Godfather entry, and although it’s a Pyrrhic victory at best, Pacino once again gets the better of the younger man.) Ocean, in the first two films, is not a man prone to displaying emotion, always allowing his passions boil right below the surface. In Eleven, his defense of setting up the robbery as a way to lure his wife back to his arms is impassioned, but never histrionic. In Twelve, even when he and the group are up against the wall, potentially with no way out, he doesn’t break a sweat or belie any fear at getting thrown in jail or dealt a poor financial hand. So it’s kind of remarkable to see Danny break the façade a few times in Thirteen, sometimes for humor (as when Benedict, like he’s walking off the set of CSI: Miami, whips off his sunglasses and says he was born ready to take Bank down) and sometimes not.


The latter case is one of the final scenes in the series, the last time Danny and Terry will stare each other down, each rooster attempting to crow louder than the other. Though Thirteen mostly avoids references to Twelve, one returning element is Francois Toulour. This time, as hinted at in the final moments of Twelve, he’s tailing Danny and his crew in hopes of stealing Bank’s diamond necklaces that were purchased ostensibly for his wife, but are truly a representation of each Five Diamond Award he’s won. The basics of the plan are that Linus, in his nosey getup, will steal the diamonds while Bank and Abigail Sponder are none the wiser; however, when he’s about to leave, Toulour appears to snatch them away, holding Linus and his FBI agent father at gunpoint. (It is telling, of course, that the gun is fake. Nothing in this world is as it seems; all is illusory.) The real twist, of course, is that Ocean’s group knew Toulour was following them the whole time, and the diamonds the Frenchman nabs are fakes. What’s more, as punishment for his inevitable betrayal, Danny donates the $72 million going to Benedict to charity instead. Though that bait-and-switch inspires a nice payoff to the Oprah Winfrey references earlier on, their final tete-a-tete culminates in an exchange where Terry, comfortably ensconced behind his desk, says, “You think this is funny?” Then, in a striking kiss-off line, as he strides out of Terry’s office, Danny spits out, “Well, Terry, it sure as shit ain’t sad.”

Perhaps it’s fitting that one of Danny’s last lines is borne of legitimate anger. George Clooney, even in moments like this one and the first real meeting Danny has with Terry Benedict in Eleven, is an inward performer, bottled up and rigid. He internalizes his emotions, often pushing down anything painful or complex in favor of the sly and witty and relaxed. Intentionally or not, that choice, so consistent throughout the majority of Clooney’s filmography, allows line readings like this one to be that much more potent. Danny is maybe not so angry at Benedict having attempted once more to one-up the men who stole from him six years ago. (Clearly, he was prepared for such a betrayal.) He’s maybe not even angry that Benedict was inspired to aid Ocean’s crew out of pure, unadulterated avarice. Maybe it’s that he can’t believe someone would want to avoid giving charity to the less fortunate. Or maybe he’s simply tired of having to prove his worth to someone who only wants to point out his failures.


If, as Matt Singer posited in that Criticwire piece of his about Ocean’s Twelve, Terry Benedict represents the fan who wants to catch the supposedly crafty creators in their tracks, then perhaps this is that fan’s last gasp at success. Benedict and Toulour visibly swagger, their confidence oozing off them in ways that it doesn’t for Danny and his crew. Or, if you want to be less charitable, for Danny and his crew to swagger is less troublesome because they have earned the right to do so. What did Benedict, especially, ever do to earn his place among this group? He talks the talk in Thirteen, but has no style or panache. (Or “brio,” as Roman defines it to Danny and Rusty early in the film.) Danny Ocean has brio, so much so that he can tear up at Oprah Winfrey’s latest act of charity without looking weak or goofy. Terry Benedict, even in his short interview with Oprah, immediately following Danny’s retort, can’t fake that kind of empathy. Terry can barely pull off any kind of false humility, gritting his teeth as he loses millions of dollars because he just couldn’t stop himself from trying to even an old score. He just had to show Danny up one last time.

In many ways, Ocean’s Thirteen is a feature-length curtain call, offering up a number of cheery callbacks, such as the bulky Bruiser picking up a nice payday at the Bank Casino when Danny’s plan kicks into motion, to the audience member who’s rewatched the series multiple times or simply has a great memory. With the ever-notable exception of Tess and Isabel, just about everyone gets a moment in the sun, if only for a few seconds. (And yet, whither Topher Grace?) Steven Soderbergh somewhat echoes Ocean’s Eleven, ever-conscious of audience expectations, especially after the muted reception to Twelve. (There is an almost literal echo midway through, when Danny and Rusty walk down the Strip, stopping at the Bellagio fountains before the sun rises over the Las Vegas skyline. On the soundtrack is an electronically warped version of Debussy’s “Clair de Lune.” The aural quality may be deliberately twisted and off-kilter, but it is a most fitting and conscious callback.) The film is not as clear a meta-commentary as Twelve was, but there are enough elements present in character traits and subplots. It’s not difficult to connect the public reaction to many of Al Pacino’s later films, and the presumption of the kind of person he’s become in his autumn years, to Willy Bank. Willy Bank was around when the old guard was the new guard; he’s lived long enough to interact with Vegas’ all-time legends. But he’s just in it for the money now, only interested in building up his vast ocean of wealth. He is a living, breathing, more unfeeling Scrooge McDuck. Fairly or not, most critics, if not audiences, have begun to wonder if that’s all Al Pacino wants these days: a paycheck and not much more. He’s shown flashes of quality in a handful of films over the past two decades, from Heat to Insomnia to his work here (coincidentally, all films from Warner Bros. Pictures), but his is no longer a name to automatically inspire confidence in a project. Arguably, Willy Bank is meant to be a fictionalization of real-life figure Steve Wynn, but there’s enough of Pacino in there, or at least a commentary on his perception.


Another meta element in Thirteen resides in the subplot with Bank’s assistant, Abigail, who’s used in a diversion set up by Linus and his comically large fake nose. He dubs her a “cougar” at one point to the gang, even as they crow and cackle at the descriptor. His job is simple: seduce her to the point where she’ll give him access to Bank’s diamond necklaces so the gang can grab them. In doing so, Linus—by extension, Damon himself—more directly and without subtext completes a task that most male movie stars must succeed at from an early age: entice older women. Some stars, if they’re lucky, move past being young heartthrobs and get an even wider-ranging fandom. And while some people may like the Matt Damons and Brad Pitts of Hollywood for their legitimate talent, many more are struck by their good looks and on-screen charisma. Of course, part of Linus’ arc isn’t just that he’s eventually caught/saved by his father, a Fed who doesn’t stick to the book, but that he’s disguised in such a way that he needs to splash on some pheromones to woo Ms. Sponder. (“The nose plays” is an extended running gag.) How appropriate, then, that Linus never gets far with Abigail, their tryst amounting to some awkward, sweaty kisses; they’re found out before the duo get to even a mid-coital state. All he does is send her into a mindlessly aroused state; he doesn’t close the deal, because movie stars never do. As alluring as they are to the public, there’s always an invisible wall between the famous and the public that can rarely, if ever, be brought down.

All the way to the finale, in which the main trio at the core of Danny Ocean’s ensemble of crooks finally give back to the public after stringing them along for so long, the Ocean’s trilogy is Steven Soderbergh’s attempt to profile what it’s like to be a movie star in a period and time when the term “movie star” has changed and become elastic. There is the celebrity who is famous for being famous, for going to parties and hooking up with other famous people and finding their way onto TMZ. There is the actor or actress who’s a movie star simply because everything they make grosses hundreds of millions of dollars. And then there are people like George Clooney, who is a movie star because he is the modern revival of the coolness once associated with stardom. The men who make up the original Ocean’s eleven have gone their separate ways, appeared in various films, produced some, directed some, and more. Every once in a while, they return to each other’s orbit, only to separate once again a few short days or weeks later. It is as much fun to watch them concoct and pull off a plan as it is to see them luxuriate in triumph for a few short seconds before dispersing to parts unknown. The movie star of old is a dying breed, and may become completely extinct when Clooney, Pitt, and Damon slip into their AARP years. The Ocean’s trilogy will serve, at that period, as an artifact of what it was like to rule over cinema in a pure cult of personality, of what it was like to burn brightly when everything else was content to be dark.

— Josh Spiegel