I liked Ocean's Eleven - the remake-in-name-only precursor to this film. From what I remember, I even liked the "original" original as well. What we have here is a strange beast that is trying to simultaneously embrace and disown its tradition.

There's snappy dialog, but much less of it, for the film is dominated by a revenge plot. The characters are laboring under a kind of pressure not present last time around. If we are watching the same kind of film, then this drag simply doesn't work.

Again, we have a strong visual style. This time it's more down and dirty, with desaturated colors and handheld camera to play up the moods of the characters. Where Eleven was playful and witty, Twelve is subdued and frustrated. In principle, I like this change, of taking a different approach, but it's a risky endeavor.

The plot, unfortunately, doesn't hold up. I can accept the revenge plot on some level, but half an hour or so in, we slide into a different plot, about jealousy amongst the top thieves of the world, moving the heart of the film from a pleasant flight of fantasy to some kind of overblown soap opera. Twelve becomes an exercise in crowning a championship thief. Who would accept a competition between one person and a team of a dozen? And how can the result be fair when the determining factor is a biased third party tipping off one side?

While Eleven was not exactly a simple movie, the motivation behind the action was fairly uncomplicated. Twelve is a trickier mess to figure out. This is really the most fundamental difference between the two, and probably the source of Twelve's trouble. Most every other change in the film was compatible with keeping the soul of the first film. The combined doubt of who, where, and why, leaves us wanting for an obstacle we can trust. A film can, and sometimes should, out-clever its audience, but it should never out-clever itself.

Another problem is the juggling of characters. The script creatively gets everyone from the first film involved one way or another, but what's missing is the rhythm. This is the one style change I think was likely a mistake. The emphesis on plot required longer sequences focusing on the same characters, breaking the sense of team unity from the first film.

There's a lot of Ocean's Twelve just as clever as the previous film. I think Soderbergh deserves some credit for trying new territory in a sequel. Unfortunately, it wasn't simply material that failed to work, but the script was built on a shaky foundation that probably would never work. There's a lot I like here, but it's too fundamentally flawed to really recommend.