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‘Ocean’s Twelve’ a deliciously self-aware sequel musing on the challenges of stardom

‘Ocean’s Twelve’ a deliciously self-aware sequel musing on the challenges of stardom

Read our appreciation of Steven Soderbergh’s Ocean’s Eleven here.

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“How old do you think I am?”

Ocean’s Twelve has a reputation that will always precede it; some have called it an anti-sequel, and publications like Entertainment Weekly have dubbed it one of the worst sequels of all time. Though both reactions are, perhaps, understandable, neither is remotely accurate. Ocean’s Twelve is an inherently self-aware sequel, possibly the most self-aware follow-up in modern history. What Steven Soderbergh, screenwriter George Nolfi (whose original script, Honor Among Thieves, was completely unrelated to Ocean’s Eleven and was sold initially before that remake had been released), and the slightly larger-than-before ensemble cast did was make a sequel to a critically and commercially lauded caper film that was wholly cognizant of the fact that it was a sequel to a critically and commercially lauded caper film. Ocean’s Twelve toys with audience expectations, because to cave into them would’ve promised something potentially more disturbing and commonplace than what many perceived to be an ambitious creative flop: something boring.


Ocean’s Twelve is never boring, culminating in a delirious aria of comic desperation in which the whole affair nearly folds in on itself. But it’s also a thrilling, if defiantly enigmatic, heist picture that’s also a much louder and less subtle commentary on the perils of being a movie star. Once an actor or actress reaches the heights of being a George Clooney or a Matt Damon or a Julia Roberts, they must have it made, those of us on the outside might presume. These names are synonymous with all-encompassing fame and wealth, but if Ocean’s Twelve is any indication, these men and women are all concerned with the legacies they’re creating, to a sly but sometimes crippling degree. Clooney is hyper-conscious about his age, Roberts is focused with not being wholly associated with her looming (and now total) motherhood, and Damon’s concerned with his expanding and possibly damaging ubiquity. The ways in which these neuroses spin out are frequently shrewd and entertaining, but for an audience that wanted to see a group of dapper, smooth criminals just rob some more casinos, Ocean’s Twelve was something of a letdown.

So too is suburbia to Danny Ocean. He wants badly to fit in with society, but he just can’t lead the J. Crew lifestyle. And as the first act of Ocean’s Twelve relates, the good life treats none of his crew much better. Certainly, the Amazing Yen is doing just fine in a mansion overlooking the Miami harbor, and Basher’s living it up in London as a rap producer, but taking all of Terry Benedict’s cash from under his nose 3 years prior only served to allow the crew to slip further into complacency. Even Rusty, who’s given the romantic hook here now that Danny’s in a state of seeming marital bliss, seems barely willing to engage with his work as an LA hotel owner. “I can’t turn my brain off,” Danny laments to Rusty as they take a moment in the streets of Amsterdam in the midst of a con so outrageous that the two men acknowledge the tenuous grip they have on their lives. “We’re forcing it,” they agree. And they’re not wrong: the first act—almost the first hour—of Ocean’s Twelve is about a group of men who thought they’d proven their worth the last time, to the point where they could sit back on their laurels and live out the rest of their days in peaceful solitude, only to discover that sitting on their laurels robbed them of their potency, and that they’d made enough enemies in between “the Benedict job” and the present, that they could no longer presume peace would last for very long.

Danny and his once-again wife Tess—separated until after the job is completed; they don’t share a single scene together even at the start—are living the calm life in Connecticut. Even there, malaise has crept upon them both. Danny goes around calling himself “Miguel Diaz,” a retired high school basketball coach, and the delighted flourish with which Clooney mentions this vocation is a treat, precisely because no one could possibly believe that a man who looks this debonair ever stepped foot in a high school after he graduated. Danny has been forced into the suburban-dad type, even if he doesn’t have an actual kid. (That Roberts was pregnant at the time of the film’s release not only plays into her third-act appearance, but speaks to this fear of the nuclear family, as her pregnancy is very easy to spot in the opening act.) It’s played for laughs at a European train station when Danny asks Virgil and Turk, as well as Basher, how old he looks to them, and they all agree that he looks about 50 “at least from the neck up.” Either on purpose, or just naturally, Clooney does look a great deal older than he did in Eleven, far more than just 3 years of natural aging. In fact, when we see Danny and Tess reunite in an SUV, she playfully swatting him for getting her involved in the scheme, they look exceedingly…normal. Movie stars take a vacation for too long, and then they’ve lost their power. They are all Samsons shorn of their hair.


That Danny and his crew reunite is not surprising, though the reasons are deliberately thorny and convoluted. Matt Singer, at the Criticwire blog earlier this year, argued that Ocean’s Twelve is really a sequel about making sequels, slightly different from a sequel that’s aware of its own existence. He posited that Terry Benedict represented nothing short of a studio head, forcing all of the stars of Ocean’s Eleven to work together again, to deliver back his money (plus interest) and to do so quickly. He also connected the real villain of Ocean’s Twelve, Francois Toulour, AKA The Night Fox, as being an audience avatar. Toulour believes he’s smarter and more devious than Danny Ocean and company, and that he can prove it by asserting himself in a job of his choice. While Singer’s points make a lot of sense, the latter—as he mentions—works retroactively, when we watch Ocean’s Twelve through the prism of Internet discourse. Audience nitpicking has always existed, but tying Toulour to the type of people who make those all-too-common, infuriating, and idiotic “Everything Wrong With Movie X” videos as if they’ve cracked a movie’s code before anyone else is a bit iffy. It’s prevalent now, but back in 2004, it wasn’t nearly as able to dominate critical commentary.

As much as Danny, Rusty, and the rest are “forcing” the heist, so it goes for Benedict. He wants Ocean’s Eleven—a moniker that the others dub “insulting,” in a nice throwaway—to return all the money they stole from him with interest, even though the insurance companies paid him back when the three-casino heist originally took place. Toulour, all too pleased to put Danny Ocean through his paces, is but one of many to acknowledge the venality of this venture, almost suggesting that Benedict’s revenge is pointless. Toulour himself is forcing it, refusing to admit that he couldn’t be the best thief in the world and choosing to stubbornly prove himself to people with enough experience to know actively proving one’s worth only proves you have none. And think of the origin of the film: a script that started out wholly unrelated to Ocean’s Eleven. All of the elements of this movie are forced, deliberately or unintentionally; that the film works, and works exceptionally well, is a testament to Steven Soderbergh’s passionate filmmaking. (On the Blu-ray commentary with Nolfi, he states that if it wasn’t for him advocating strongly for a sequel or even a third entry, none would exist. That’s more than a bit odd to hear, but he’s absolutely not phoning anything in with this movie.)

Soderbergh’s (and the cast’s) commentary on stardom hits a fever pitch with the final attempt from Ocean’s gang to steal a Faberge egg from a museum in Italy. Most of the crew have been arrested, leaving only Linus, Basher, and Turk. None of their schemes—all given code names, heightening the feeling that these people can only converse in another language that’s only barely discernible within the ranks—can work, because there’s not enough people at the ready. But then Linus offers up a so-called Looky-Loo, in which the remaining trio lures Tess out of Connecticut into Italy to play…Julia Roberts. In the commentary, Soderbergh says that pretty much everyone watching over the project thought this was a terrible idea (and, as mentioned up top, a lot of audience members would agree). Somehow, amazingly, this deliciously meta moment survived and is arguably the funniest sequence in Soderbergh’s extensive filmography. It is alluded to early on that a) Tess looks like Julia Roberts and b) she doesn’t appreciate even hearing the comparison, though when both facts are initially mentioned, by Linus, Rusty cuts him off before he can even mention Roberts’ name. The sequence moves so quickly that repeat viewings are almost necessary, if not completely rewarding.


Once Tess arrives and is told of the scheme, she looks as if she’d rather be swallowed up whole into the Earth than modulate her voice to sound more Southern. (It is hard, even now, not to watch the scene and wonder if Roberts herself had been vociferously against the scene. Either that, or her performance really is that good.) The plan is already bumpy, about as bumpy as the pillow Tess has to shove beneath her blouse to evoke signs of pregnancy. And then Bruce Willis has to ruin everything. Willis happens to be at the same hotel, and is pleasantly shocked to see his very pregnant Oscar-winning friend in Rome. (One of the many excellent in-jokes in this sequence is Matt Damon, playing Linus, playing a studio PR flack, saying that “Julia’s” career choices are because of the Oscar statuette hovering over her career, and Willis—the only non-winner/nominee in the scenario—not getting the point or refusing to admit it.) Willis’ appearance serves as the beginning of the end of this scheme; if anything, it’s shocking that Tess is able to nearly get all the way out of the museum, considering how hilariously shocked she is to see John McClane walk through a hotel room and embrace her. The most meta moment of all, one that nearly makes the film collapse on itself in a flood of sheer weirdness, is when Tess, pretending to be Julia Roberts, gets on the phone with the movie’s version of the “real” Julia Roberts. So Roberts as Tess as Roberts is on the phone with Roberts, and although the moment is but another layer of humor, it’s easy to see why some people checked out of the film at this point. The mental backflips were just a bit too much for some.

But the sequence is delightful, and speaks to the visceral but mild frustrations of being a star. Once Tess is announced as Julia Roberts, she’s thrust into the middle of a storm of paparazzi, while educating Linus that Roberts wasn’t in Four Weddings and a Funeral (“I! I wasn’t in Four Weddings and a Funeral!”) Willis, in a masterful running gag, has to smile wanly and suffer random people, including Linus, bragging that they knew the twist in The Sixth Sense well before its revelation. (Willis, the last time this is whispered to him, responds to Tess-as-Julia that if everyone knew the twist, how the hell did it make so much money? His knowledge of the film’s worldwide box-office take, and his mention of that to Tess-as-Julia, speaks as much to his ego as to his only being able to converse about this with someone like him, a star who’s been through the ranks just like he has.) The notion of fandom also crops up at the end of the scheme, as Interpol agent Isabel Lahiri (Catherine Zeta-Jones) pretends to be a museum employee who’s also enough of a superfan that she knows which is Julia Roberts’ dominant writing hand. Becoming a movie star is difficult for these people; proving themselves as stars originally was challenging, but they made it look like a breeze. Now, staying relevant as everyone around them demands more and better is nearly impossible.

Staying relevant manifests in different ways in Ocean’s Twelve, as in the early scene where we first meet Rusty, failing to placate one of his most famous hotel guests: Topher Grace (and what a legitimate shame it is that he didn’t show up in Ocean’s Thirteen). Last time we saw Topher, he was on the top of the world, schmoozing and smirking with the likes of Joshua Jackson and Holly Marie Combs. Now, he’s in a mental and physical shambles, trashing his room after what appears to have been a nasty argument with his latest squeeze. “It’s like this Kabbalah crap doesn’t even work!” Grace shouts just as Rusty is called by Benedict, and lured away to the main plot. Grace only has a few lines, but each one is a fascinating portrait into the all-too-typical celebrity flameout that is often, to many people, as entertaining as the movies and TV shows they make. The majority of his cameo in Eleven is dated now—you may have to struggle to remember what Holly Marie Combs’ claim to fame was back in 2001 that she merited a cameo appearance—and the same goes for his minute of screen time in Twelve. Unlike mainstream movies that wallow in time-specific references and jokes just so audiences will share in the laughter of recognition, Grace’s cameos are deliberately specific to the time in which the films were initially released. He arrived at a point of stardom in the mid-2000s less for his dramatic work—and despite the joke that he phoned in his work on “the Dennis Quaid thing,” he’s actually not bad in In Good Company—than for a show that cashed in on nostalgia from an era where he was barely alive. Topher Grace, at least the one portrayed in this movie, is not so much a movie star as a celebrity who tries to stay afloat by latching onto trends. Kabbalah had its moment in the sun, when every famous person seemed to be trying it out for a few weeks or months. Trends do not last, and so do few of the people who attempt to define themselves via such fads. (Running a hotel isn’t a fad, per se, but Rusty’s admission that he’s spent far more money than the cut he received from “the Benedict job” because of how difficult hotels are to run shows that working in an unusual setting has thrown these men out of wack.)


Where Topher Grace’s rising star in 2001 was falling precipitously in 2004, the same could not be said for Matt Damon and Linus Caldwell. Linus is the source of a number of enjoyable in-jokes; in an early scene, as the characters make their way to Amsterdam, he asks Rusty for “a more central role” in the proceedings. On the surface, this feels like such a natural progression from his character arc in Eleven that it’s almost repetition; Linus didn’t ask for a central role in Eleven, but got it by proving that he could play his part just as well as Danny, Rusty, and the rest. Now, he wants one even though Rusty blithely tells him he’s not ready. Nevertheless, Linus pushes forward, and by the end of the film, he does have the confidence and swagger of a star, as Tess comments during his successful attempt to get her to join the group in Rome: “Wow, they’re really bringing you along fast, aren’t they?” On one hand, it is sheer coincidence that Ocean’s Twelve opened mere months after The Bourne Supremacy, what many say is the best of the Bourne franchise; on the other, whatever amount of convincing people may have needed that this eternally boyish performer was more than just a young Turk was probably minimal now that they bought him as a tough, relentless fighter. He’s as cocky in Eleven as Toulour is here (and in Thirteen), pocketing some random person’s wallet on the El train in Chicago. Working with Ocean, not against him, has perhaps not lent him wholehearted humility, but Linus being accepted into the core group—though he’s playfully mocked in Thirteen for his part, the jibes from the crew are not nearly as deafening as they are here—has allowed him a sense of belonging. More importantly, it allowed him respect for his elders (even if some of them wish they were younger).

For Ocean’s Eleven, sticking together is sometimes all they have, even if they have to hide themselves in the beginning. When we first meet each of the career criminals, it’s as if they’re living out a live-action version of the first act of The Incredibles, in which superheroes are forced to live out “normal” lives and hide their superpowered pasts. Bob Parr can’t do it, and neither can these guys. Hiding in plain sight is just not something that’s possible—it’s clearly not something Danny even wants to do, despite having planned things out so precisely that Tess has a specific code sentence to warn him of Benedict’s eventual arrival. His triumph in 2001 only set him back in the long run: Terry Benedict, he was promised back then, would hunt him down no matter what (and the last shot of Eleven proved that promise to be true). What’s more, now that Danny and his crew had pulled off the unthinkable, everyone presumed they’d do it again. In essence, being a career thief, at least in this trilogy’s point of view, isn’t too far away from being a movie star. Once you reach a certain plateau, you’re celebrated by everyone else until they decide it’s time for you to remind them why the hell you got that far to begin with.

Movie stars, like these criminals, have to play roles all the time, even if audience perceptions are such that George Clooney and Brad Pitt can never vanish into a role the way that a Daniel Day-Lewis does. This self-aware knowledge appears early on in Ocean’s Twelve, in the flashback depicting the last night that Rusty spent with Isabel, just before she fully became aware of his involvement in a crime in Bulgaria. He has to show no deeper knowledge of the situation, no sign that he knows he’s almost been caught. Rusty’s practiced, bored response to Isabel’s supposedly small-talk description of her day at the office goes beyond sounding rehearsed into simply being struck dull by the vagaries of a normal life. Rusty’s playing at it, just as Pitt is playing at being a criminal; look at the wig he’s wearing in those flashbacks, so clearly fake that it can’t be unintentional. We can titter at the hair and makeup he’s got on, because there’s no hiding Brad Pitt, no matter what toupee gets shoved on his buzz-cut scalp.


Playing at being normal is, if this film is any evidence, as dull as proving the importance of the old-fashioned movie star a second time around. Everything in this movie looks and feels different, even though the majority of the cast and crew have returned. Steven Soderbergh had become more adept at making the movies he wanted to make by 2004, without totally alienating audiences. Movies like Bubble and The Good German were of a piece with his earlier work, like The Underneath and Schizopolis, in that they all felt very much like Steven Soderbergh making movies for himself more than anyone else. The difference in the 2000s compared with the 1990s was that he sandwiched them in between Oscar fare like Traffic and crowd-pleasers like Ocean’s Eleven. Ocean’s Twelve was the closest he got to making a movie for himself while still having a multi-million-dollar budget. And though Twelve is the least regarded film of the trilogy, it ended up making more money than Thirteen (possibly in part because Thirteen was released during the summer movie season as opposed to the holidays, like the previous two entries). Maybe the most shocking thing about Steven Soderbergh’s career is that he got so firmly ensconced in the studio system, even as he playfully chose to buck it as often as possible. His style is evident in Twelve more than in the rest of the trilogy; it’s the little things like the sideways-angle 180-degree shot of a plane arriving in Italy or the color-scheme studio logos or the way that a superimposed caption identifying Amsterdam appears, one letter at a time. What Steven Soderbergh does in this whole trilogy is the same as what the movie stars in his frame are doing: breaking the rules ever so slightly, while still respecting them and hewing to them as best as possible.

Rules are, just like the coded language the characters use (sometimes to Linus’ befuddlement, emphasizing that he’s as much an audience surrogate here as he is one of the crew), the most important facet of being a criminal in this world. Toulour breaks the first rule, showing no honor among thieves, an utter lack of respect for the long and varied history of high-class thievery. It’s this lack of respect that truly seals Toulour’s fate (relatively speaking, as he not only makes it out alive and not arrested, but still has a gorgeous villa in Lake Como and money to burn—just not as much as he used to). Ocean’s Eleven may rib each other, they may try to steal from the rich and otherwise strange—the reclusive van der Woude in the first half of the film—but they treat their elders with reverence. Eventually, it’s revealed that the hall-of-famer thief LeMarc, discussed in hushed tones by Isabel and others throughout, is also Isabel’s father, a Dickensian convenience that mostly gives Soderbergh the chance to reunite with Albert Finney. What’s most important is that LeMarc is held in such high esteem that he’s inspired copycats like Toulour to gambol and play about the European circuit, trying to show off their skills in flashy, hollow ways while totally misunderstanding that to be as good as LeMarc is to actively not try to be as good as LeMarc. Framing it in the prism of the star, LeMarc is the original movie star, and Toulour is the poseur, a Jean-Paul Belmondo in Breathless to his Humphrey Bogart, in some ways.

Toulour—or as he’s first known, the Night Fox—is very good at what he does, and part of the time, it feels like he’s best at pushing buttons. His introduction to Ocean’s group is via a recording he’s left behind in van der Woude’s highly secure mansion (though not so secure that two different groups of thieves couldn’t break in), in which he confirms their suspicions about living the normal life, the high life: it dooms them into obscurity and oblivion. “You know this word, ‘oblivion?’ It means to be totally forgotten by everyone, forever,” he mockingly intones through the house’s speaker system. He sees himself as the new kid in town, the one who will take their place soon enough. In hindsight, the movie unintentionally positions Toulour as the foreign Other that overwhelms the Western ideal of the movie star. What we have now in film box office is an increasing reliance on international box office, to the point where some films, like Skyfall, Pacific Rim, and Looper, are repositioned to do better overseas than they are domestically (or at least with predominantly English-speaking audiences). Toulour is the international market, poised to dominate not because he’s actually better, but because he’s riding another wave of the trend. Toulour is too busy proving himself, whereas the Ocean’s crew, more in Eleven, when they weren’t up against a metaphorical wall, are focused on being themselves.


And yet, Soderbergh and the cast are often posing the question, through the characters’ actions and reactions, what being a movie star makes a person. “You’re like an object,” Tess is instructed when she’s forced to be Julia Roberts; fitting that the characters describe movie stars here much like the baubles and currency they’re known for stealing. Movie stars, in their public personas (which may not be accurate to who they are, just to how they’re presented and sold), are no longer people. They’re models, nearly automatons. They are objects, there for amusement only, but the demands inherent in that kind of entertainment are what Ocean’s Twelve rebels against. It’s all well and good to be amusing, but what audiences want from a sequel is everything they loved multiplied. An Ocean’s Twelve where Danny and his friends joined up again to rob from Terry Benedict or another casino would be disingenuous, because it would prove less that George Clooney, Brad Pitt, Matt Damon, Julia Roberts and the rest were stars, and more that they were one-trick ponies. They were themselves in the original, for all intents and purposes, just with different names. In Ocean’s Twelve, these stars didn’t even try to pretend—note the lack of costume-heavy twists and turns in the heist. As critic Jake Cole pointed out, there’s barely any point in giving these characters names; we’re all going to identify them by their real names anyway. In fact, they embraced their stardom, unwilling to let go even if it meant inspiring audience disdain or apathy. Ocean’s Twelve is a masterful, intelligent sequel, specifically because it comments on the difficulty that occurs when stars combine forces a second time around, aligning for just a short while, logic be damned. They were forced into the affair, yes. But as the final twist proves, being forced into a big group heist doesn’t mean you can’t control the outcome, even if that twist disappoints those who challenge you to be objectified into their specific presumptions. Ocean’s Twelve is as enigmatic as the original, but less willing to be embraced. It is a skewed film, all odd angles and deliberate role reversals. Ocean’s Eleven offered us a shiny trip back into the hedonistic past when Vegas was ruled by the Rat Pack. Ocean’s Twelve offers, instead, a jaunty, offbeat trip into the present, where stars fend for themselves as best they can, reinforcing what made them so famous to begin with, even to an alienating degree.

— Josh Spiegel