Ocean's Twelve (2004)

Idea: The whole gang from Ocean's Eleven is back. Terry Benedict (Andy Garcia) wants it all back with interest, so they head out to three European cities to get it. Isabel (Catherine Zeta-Jones), however, is something of a jilted ex and hot on Rusty's (Brad Pitt) tail. They get into some trouble when they encounter a rival thief known only as the Nightfox.

Basically, George Clooney, Brad Pitt, Matt Damon, Casey Affleck, Scott Caan, Shaobo Qin, Bernie Mac, Don Cheadle, Carl Reiner, Eddie Jemison, and Elliott Gould are up to their old tricks. And good tricks they are.

Except something isn't working here. And it's Steven Soderbergh.

George Nolfi's script nails the characters, but he ignores the setting as a character. Ocean's Eleven wouldn't have worked if it wasn't set in Las Vegas. It showcased that glittering steel trap beautifully. It's a bad sign, however, when people can't work Amsterdam and Rome. They seem like pretty easy cities to work.

But that's not the point. See, the first movie was a slick caper. Not your usual Soderbergh fare, but something smooth and completely seamless, from start to finish. Not so here. A Soderbergh film without doubt, but now it's no longer a heist movie. It has to be something more. So he sacrifices fun in the place of excessive close ups and disjoin, you-never-know-until-the-end-what's-really-going-on story telling. You could make a case for that in the first movie, but you'd have to see the sequel to understand the difference.

Still there are noteworthy elements at play.

Topher Grace has the best cameo since well . . . I don't even know. I just died when he said that he "totally phoned it in on that Dennis Quaid thing." Just died.

Clooney, my smarmy friend, and Pitt work well together, and everyone looks great. I swear, these movies are more about costuming than anything else. Zeta-Jones looks fabulous the whole way through. I wanted her wardrobe so very much. Too many great items to list.

Did they all phone it in, though? Maybe. B.