In 2001 a film titled Ocean’s Eleven was released by Warner Bros. Directed by the great Steven Soderbergh and starring George Clooney, Brad Pitt, Matt Damon, Julia Roberts, and a million others. This was a remake of the somewhat little-known original Ocean’s 11 from 1960 starring the Rat Pack. 

Ocean’s Eleven (2001) is now (and then) regarded as one of the great remakes for it did away with many of the traits that led to the original film being forgotten. These include the film’s slow pace as well as its tonal confusion. “Tonally confused” and “slow paced” are the last thing anybody would ever accuse Soderbergh’s Ocean’s Eleven of being. It’s one of those classic films where if it’s on TV, it’s just so fun that you might decide to watch till the end, commercials and all. The film led to two sequels, a reboot/sequel starring Sandra Bullock from 2018 (confusingly titled, Ocean’s Eight), as well a prequel currently in production rumored to star Ryan Gosling and Margot Robbie. I don’t want to talk about Ocean’s Eleven, however. I want to talk about its direct sequel Ocean’s Twelve. Largely dismissed at the time (currently maintaining a rotten 55% on Rotten Tomatoes) and now regarded as one of the lesser additions to the franchise, I believe that it is time to open our hearts back up to this movie and declare it a masterpiece. And— perhaps—one of the greatest sequels ever made. 

The film starts with a familiar face, Danny Ocean (George Clooney)’s right-hand man, Rusty (Brad Pitt), enters his apartment and text informs us that we are in Rome, three and a half years ago. He crawls into his bed and we see that there’s a woman waiting for him. This is Isabel (Catherine Zeta-Jones). He gives her a kiss and soon they begin to make out. Now, not many opinions can also be treated as fact, but it is a fact that in 2004, the hottest man alive was Brad Pitt and the hottest woman alive was Catherine Zeta-Jones. To have the first scene of your movie begin with the two hottest people alive making out is a move that only Steven Soderbergh would have the guts to pull off. Rusty then gets up and Isabel informs him that she made a breakthrough with her robbery case. We know from the last film that Rusty’s a thief, but it’s news to us that she’s a detective. Our mind immediately jumps to the worst: he’s the thief she’s hunting down. Rusty’s mind jumps there too. This is then followed by two extremely funny gags in which he hides his boots that she will easily match to the print she just found and another where she describes the information the lab will be able to get from the hair they found as he looks at all of his hair products. Rusty turns on the shower as Isabel asks if he’s coming to bed. “I’m just taking a shower,” he replies before jumping out the window. Freeze-frame. Now, as we all know, Steven Soderbergh is a master of the freeze-frame, but this is the best one in any of his movies (and that’s saying something, because he’s directed 37). The whole movie is right there in that frame. The frenetic visual imagination, the conflicting relationship between business and romance, the thrill, and the getaway. All represented in a single frame. The opening credits then begin to play over that freeze-frame. Along with directing his films, Steven Soderbergh often edits them and acts as the cinematographer (using the pseudonyms Mary Ann Bernard and Peter Andrews in the credits). However, he alone didn’t edit Ocean’s Twelve. The credited editor is Stephen Mirrione. And it’s after that iconic frame that Mirrione does something unexpected in the edit; he chooses to cut back to Isabel, lying alone in bed, expecting that Rusty will be back soon. This brings us to one of the two main ingredients that make this one of the greatest sequels of all time. 

That secret ingredient is, of course, Catherine Zeta-Jones (and by that nature, her character). Now, I love Ocean’s Eleven, but it is very much a “bro” film. Not that there’s anything inherently wrong with that, but it is a film about men with pretty much only men in it. Not to disrespect Julia Roberts’ performance in the first film (for she’s incredible), but she’s pretty much the only female character. Going into the sequel for one of the ultimate “bro” films, it would be natural for one to assume that George Clooney’s character would be the lead. These movies hardly have one lead anyways as they are very much about the ensemble, so it makes sense for the lead of the film to be the guy in charge. Hell, the movie’s named after him. However, Ocean’s Twelve brilliantly subverts that expectation by allowing Catherine Zeta-Jones’ Isabel to be the pseudo-lead of this sequel. She’s the one with by far the biggest arc. The focus of both the first scene and the last scene is Isabel. She even gets the final shot. Instead of being a film about a guy who regains his confidence (if it was ever lost in the first place) like the first film was, Ocean’s Twelve is a film about a woman who learns how to be happy again. Without spoiling the ending, the final shot of the film is her at her happiest and at her most self-fulfilled. Not many sequels have their protagonist be a character that wasn’t even in the last film, but it’s necessary here to make this movie work and to offer a new perspective that makes this film feel so invigorating. 

I think this film is a masterpiece, but I’ll be the first to admit that the setup for the film is extremely sweaty. However, this sweatiness is necessary for the other aforementioned secret ingredient. After the first scene introduces us to Rusty and Isabel, we’re back to the present with Danny and Tess (Clooney and Roberts). Danny’s retired and we get the sense that Tess is getting slightly tired of him, but they seem to be happy and Danny is out of the house buying Tess a present for their “second-third” anniversary while Tess is figuring out what color to paint their kitchen. It is then, however, that Terry Benedict (Andy Garcia) shows up at Tess’ house. Even though he got the money they stole from him in the last movie back from the insurance company, he now demands it back from them with interest. In two weeks. “You know, as it turns out, I’m not the only person in the world looking for Ocean’s eleven,” he says to Tess before he leaves. We then get a delightful little segment of scenes in which Benedict interrupts the lives of the eleven characters who helped carry out the heist in the last film and gives them the same news. This helps make the stakes clear (reaffirming Benedict’s claim that he does know everything about the heist from the last film, as well as everybody who helped), but it’s also a fun way to reintroduce us to all of the characters and see where they’re at in their lives. This answer for a lot of them is, despite the riches, they’re kind of stuck in the same place. After this, Danny and his team meet up to discuss how much they owe and how they’re going to steal that much in the next two weeks. Okay, that took a while to describe the setup, because as I said; it is extremely sweaty. ‘Andy Garcia wants his money back (plus interest) because Danny Ocean robbed him in the last one so now Danny and his team have to do a bunch of little heists’ is not nearly as simple or (dare I say) as fun as the first film’s setup of ‘Danny Ocean wants to rob a casino with his buds’…but that’s part of the point. See, the second secret ingredient to make this film one of the greatest sequels of all time is that the characters themselves are reckoning with the very idea of a sequel. Why are we making these characters from another film return in a new one just to pull off the same dumb tricks from the last one? Ocean’s Twelve is never satisfied with doing that. 

I’m of the unpopular opinion that mainstream cinema right now is somewhat irony-pilled and modern blockbusters are far too self-aware. For me at least, I’d much rather watch Jake Sully in Avatar: The Way of Water say the goofy line “This family is our fortress” than make a goofy quip because it feels sincere. The film wouldn’t carry the same amount of emotional weight if there weren’t lines like this. It’s the sort of lesson that Marvel (in their current state) should learn from. Having said that though, Ocean’s Twelve is extremely self-aware, but it doesn’t feel like a copout as self-awareness often does in modern blockbuster cinema. So why does Ocean’s Twelve’s quippy and self-aware nature not bump up against me? Well, partly because this is an actual comedy (not a 300-million dollar action extravaganza) and also because it feels true to the characters. Steven Soderbergh understands that Danny Ocean is his self insert, so it makes sense that Danny Ocean would be questioning why he’s attempting to recreate the magic of his last outing. The line “We’re forcing it” that Danny says to Rusty might feel cutesy and insincere in another film, but it works here because it also feels extremely personal. 

This is all behind-the-scenes nonsense however, if the movie doesn’t have any actual answers. It, of course, does. Why do we (or why should we) make sequels? It’s not irrational to revisit (or remake) stories (to claim that it is, is to deny storytelling of one of its key traits; repetition). This film posits that we do this to interrogate new perspectives and by doing this, find a new audience. In the process of revisiting, given the choice between rehashing or creating, Steven Soderbergh’s 2004 masterpiece chooses to create.