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BEWARE MINOR SPOILERS

PLOT: Three years after the Bellagio Heist that took place in Ocean's Eleven a master thief called "The Night Fox" decides to break the code known as "Honor Among Thieves" (You don't rat out a fellow thief) and give Terry Benedict (Andy Garcia) the names of the 11 men who robbed his casino. He does this because his mentor, a man widely recognized as the world's greatest thief, suggested to him that Danny Ocean (George Clooney) was a better thief than he was. The Night Fox, being a competitive and showy fellow, figures that if he can convince Benedict to allow them to pay him back (with interest) instead of killing them, they will be forced to do another job together - and he can compete with them, steal the unstealable treasure, and prove he is the better thief.

Now this is a different type of film than Ocean's Eleven on many levels, and though I loved the style of the first film, I was thoroughly impressed with the ability of the filmmakers to uproot these characters and involve them in an entirely different style of film. I found that they did a successful job of letting each original character branch out into a more interesting character. Shaobo Qin's Yen, for instance, was a Chinese Acrobat whose main joke in the first film is that he doesn't speak English and the only person in the crew who understands him is Brad Pitt's Rusty. In the sequel, we learn he's spent all his money on a house in Miami, living like a Rock Star and pounding Red Bulls. The continuity of his character, as is the case with most of them (no small feat when you have over a dozen leads), is fresh and funny.

This film was made in the style of an old Italian crime film from say, the 1960's, and if you want something fresh and different from a sequel, I couldn't give Steven Soderbergh and his crew more credit for realizing how transferable these characters were in to the plot and style of Ocean's Twelve. It does jump around a lot, it leaves a lot to interpretation and it has its problems (I have to admit I absolutely dreaded a terrible plot point involving a Hollywood movie star that I prayed they were misleading me on), but still, to my mind, very impressive.

Last words on the subject, it's a sequel. We have seen more horrifying sequels (Rush Hour 2, anybody?) and more sequels that rehash and recycle the same dynamics between characters until they have all become cartoon versions of themselves (James Bond, perhaps). In this day and age, I give Ocean's Twelve credit for coming out and finding a way to shift a large group of interesting characters in to a very interesting place.

And don't worry, I'm sure Bernie Mac's talents will be well on display in Ocean's Thirteen.

Ocean's 12 tried to be better than it's predecessor - and it failed, miserably.

The "Ocean" films (original and remakes) are based on the feeling of suave and cool that emanates from the characters. They're always one step ahead. You want to be them. The first film managed to achieve this suave atmosphere that the original had. The second however, destroyed it completely through bad cinematography, style choices, graphics and sfx. Apart from that, the script was full of self-referentialism and felt like an inside joke that the audience was doomed to never get.

The film is full of famous stars, and none of them get enough screentime. One is stuck in a jail for at least 2/3 of the film. This problem becomes evident in the "Julia Roberts" storyline which gives the audience the feeling that half way through the script - writers realised that they hadn't done anything with Julia since the 1st 5 minutes.

Alas, that story line is not the only symptom of the badly written script. In the last 5 minutes the writers realised they had made their guys look like dumb idiots - their solution? Add in a crazy backstory that the audience knew nothing about to explain how the guys got the Faberge egg without anyone (including the audience) knowing. (There weren't even any clues that the audience could look back at and say, "Oh, I see it now").

The badly written dialogue and script also resulted in some cringe moments, the destruction of the Italian language and some completely implausible "egg replacement" technology.

The film also has so many plot holes (mainly arising out of the "in the last 5 minutes backstory") that you could build a highway through them. The "heist" film lacks any intrigue, logic or tension.

The other major problem with the film is the indecision and poorly planned style and cinemematography. Any film trying to re-package the coolness of Frank Sinatra and Dean Martin should not use hand held cameras, poorly planned angles and lighting, mismatched sound, and clashing stylistic elements. Nothing stayed solid from a technical angle of this film.

In fact the only good section of this film was in the first 5 minutes - the flashback to Brad Pitt and Catherine Zeta Jones past relationship. He stayed one step ahead and was very suave - but still seemed fallible, therefore the audience could relate to him while still idolising him. If the film had continued along this path - I wouldn't have felt like I'd been robbed of my time, money, and brain matter.

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