The question must be asked about every sequel: Is it necessary to see the first film in order to enjoy the second one? Not in this case, for a couple of reasons. Ocean's Eleven, despite its box office success -- it grossed just under $200 million domestically -- really wasn't much of a film. There was a pretty good heist story hidden in there somewhere, but every actor just seemed so calculating about what they were doing. It was as if all these pretty people were preening for each other, and telling themselves that they were having a good time. Watching it, I felt like I wasn't in on the inside joke. The other reason (aside from the fact that this is a far better film) is that everything you need to know about the first that ties into the second is revealed right away.
It starts with a flashback - one of many - in Rome "three and a half years ago," just after Danny Ocean (George Clooney) and pals successfully ripped off shady Las Vegas businessman Terry Benedict (Andy Garcia) for $160 million. The flashback shows fast-thinking criminal Rusty Ryan (Brad Pitt) now settled down in Rome with Detective Isabel Lahiri (Catherine Zeta-Jones, cool, calm, and never more glamorous) just at the point where she's about to discover who he is and what he does.
Then the film shifts to Connecticut "three and a half weeks ago," just as the still-sore Benedict starts tracking down and paying visits to each member of the group that took his money, informing them quietly but firmly that it's time to pay him back, and that they have two weeks, or else.
When Ocean calls them all together for a meeting, there's not even a discussion about whether or not they must do what Benedict has demanded. They must. They forthrightly agree that they need a "high-paying job" and they head off to Amsterdam to start pulling one off.
But that's about a serious as this film gets. It's far more freewheeling in mood than its predecessor; the actors are now more into making fun of themselves; and the script, while short on explanations of how they plan things or even manage to carry out those plans, is bright and breezy and witty. It's chock-full of classy one-liners - some of the best delivered with style by blustery Carl Reiner and oh-so-Jewish and fashion-consciousless Elliott Gould - but they're all done with aplomb, none of them sticking out as if James Bond had uttered them.
While the gang is in Europe - first in Amsterdam, later in Rome - planning jobs and attempting to relieve rich people and/or institutions of booty, a number of new characters make their entrances. Super-detective Lahiri is now on the scene and on the job, well aware that something is going on, but not quite onto the fact that her old boyfriend is in the midst of it. And there's much talk about, and later an introduction to, a fellow who goes by the criminal moniker of the Night Fox and the regular name of Francois Toulour (Vincent Cassel). He's a guy who likes to think of himself, with considerable swagger, as the best thief in the world -- as does, in a much less obnoxious way, Danny Ocean.
The main plot eventually turns into a story about tarnished pride, and about how to prove who really deserves the title of World's Best Thief.
Along the way there's some beautiful travelogue material; flashbacks galore, some of them revealing little nuggets about the characters, some of them leading to confusion; a bout of contortionism from gang member Yen (Shaobo Oin) that outdoes what he did in the first film; some very odd cameos (the longhaired guy named Topher near the beginning is indeed Topher Grace); and, for good measure, a constantly moving laser grid alarm system.
Julia Roberts is back, as Tess, Danny's wife, with only slightly more screen time than in the first. But she takes part in a raucous and funny celebrity skewering that, alas, goes on too long.
Yet that, and the state of confusion that pervades some of the action, are the only complaints to be leveled against the film. It's nearly frantic in the telling of its multiple storylines, and in its fast editing, varied music, and wide-ranging personality types. But director Steven Soderbergh, who also did Eleven, make it move along almost casually. No wonder everyone signed on again. Ocean's Twelve is a terrific sequel. Making it must have been a ball, because watching it is a blast.