By all rights, the 2001 remake of 1960’s Ocean’s Eleven should have stunk. Sure, it included a lot of talent, with quite a few Oscar winners both behind and in front of the camera. However, that could have turned into its Achilles heel.

All-star productions often turn out poorly, as all those egos can’t work together well enough to create a good ensemble piece. The idea of an update on an old Rat Pack flick didn’t sound all that appealing either, as it seemed likely the new movie would be a self-conscious and self-indulgent piece of hipster fluff.

To my surprise, Eleven ended up as a minor gem. It never took itself seriously as is told a goofy and endearing tale of a complicated robbery. Audiences agreed, as the flick took in a solid $450 million worldwide.

2004’s Ocean’s Twelve fared less well, but its $362 million global gross didn’t seem sneeze-worthy. Nonetheless, that felt like a slightly lackluster total given the first one’s success and all the star power on display.

Twelve launches with a prologue set “three and a half years ago” in Rome. Crook Rusty Ryan (Brad Pitt) flees his detective girlfriend Isabel Lahiri (Catherine Zeta-Jones) when it looks like she’ll figure out his profession.

The movie then leaps to “three and a half weeks ago” in Connecticut, where thief Danny Ocean (George Clooney) tries to settle down into a non-criminal suburban life with wife Tess (Julia Roberts). Clearly the old life still entices him, and matters complicate when her super-rich former flame Terry Benedict (Andy Garcia) - the subject of the first movie’s caper - shows up at their house with Tess home alone.

Benedict wants back the $160 million Danny and company stole plus interest. He gives the crooks two weeks to pay him or else they’ll face dire consequences.

Danny reunites “Ocean’s Eleven” - most of whom complain about that moniker - to figure out how to deal with this debt. This sends them to Europe, where they attempt to ply their felonious trade on foreign soil.

Eleven offered lightning in a bottle and the sequel can’t recapture the energy and magic of the original. At its best, Twelve offers decent entertainment, but it never takes off like the first one did.

Maybe it’s too much to ask everyone involved to get back into such an unusual circumstance. Eleven was sort of a busman’s holiday, as the folks who made it did the whole thing as something of a lark. They went into it with a relaxed attitude that came through via the light and loose attitude displayed.

On the other hand, Twelve often suffers from the feeling of a contractual obligation. I don’t think anyone was truly required to make it, but it’s clear there was more at stake this time.

The first movie was an expensive party that managed to become a big hit. Of course, it had high expectations given the talent involved, but it didn’t look like the participants saw it that way.

I think the stress became more distinct for Twelve. The first flick was a lark, while this one required more effort since all involved had more pressure to succeed.

That seems to weigh on the proceedings, as Twelve never remotely displays the light effervescence of its predecessors. Granted, it gives us a more nuanced character piece that tries to dig into the personalities with greater depth. While Eleven was happy to stay with pop charm, Twelve wants to deal with real emotions and consequences.

Unfortunately, it attempts those elements poorly, partially because it tries to have its cake and eat it too. The movie interconnects mildly dramatic moments with light goofiness and doesn’t succeed in either domain. The seriousness lacks heft, and the comedy feels strained and forced.

The drama also flops because we simply don’t go to see a movie like Twelve for that kind of material. If I want to watch something serious, I’ll go see Hotel Rwanda. When I check out an Ocean’s flick, I want a zippy neo-Rat Pack vibe with sizzle and lather to spare.

That doesn’t materialize in the leaden Twelve. Actually, for one brief moment toward the end, the movie manages to almost live up to its potential.

I won’t spill all the beans, but it involves an actor essentially playing a character playing that actor, and it also includes a cameo from another major star. The whole thing is almost too clever-clever to work, but it does succeed, and for a few happy moments, the flick turns into something special.

Unfortunately, it soon returns to earth and continues on its dull path. An essential lack of focus definitely harms Twelve.

Eleven enjoyed a very basic plot and it prospered largely due to that simplicity. 11 guys put together a heist - that was about it. Yeah, some minor subplots evolved as well, but the movie concentrated on that robbery above all else, and that led us on a concrete path.

On the other hand, Twelve bobs and weaves itself into oblivion. Essentially it’s all oriented toward paying off Benedict, but the tale takes so many detours along the way that we get lost. Not only that, but when it tries to right itself, we don’t care.

Another problem that stems from the absence of focus relates to the use of the leads. Clooney and Pitt often feel like afterthoughts here, and most of the others don’t fare any better.

When the movie ended, I thought of Isabel and European foil the Night Fox (Vincent Cassel) as the main characters, as everyone else seemed like vague support. A sequel that concentrates mostly on two new roles doesn’t sound like a good proposition. Maybe this is just my perception and the screen time is more balanced, but the movie sure doesn’t make it feel that way.

Admittedly, I think it’s good that Ocean’s Twelve doesn’t simply remake its predecessor, as another story with another big caper might have been tedious. However, it’s hard to imagine it’d have been less engaging than this.

Addendum: the review above came from my initial viewing of the film back in 2005. After additional times through Twelve, I came upon a different opinion.

I must admit I find the flick to be significantly more enjoyable after repeat screenings. No, it’s not as fun as Eleven, but it boasts much more verve than I believed back in 2005, and it has a lot going for it.

I didn’t want to rewrite my entire review, as I feel that’s a form of revisionist history. My comments from 2005 remain valid, even if I now have a different opinion.

The old POV certainly wasn’t in the minority, as Twelve got a lot more bad reviews than good ones. Nonetheless, I wanted to note that I found much more to like from Twelve down the road. It’s still the weakest of the three movies, but it’s pretty entertaining.

Ocean’s Twelve appears in an aspect ratio of approximately 2.39:1 on this 4K UHD Disc. Taken from a true 4K source, the presentation looked very good.

Sharpness appeared positive. The image remained nicely distinct and well defined much of the time, as only minor softness came into play, and most of that seemed to be connected to photographic choices.

No jagged edges or shimmering popped up, and I saw no examples of edge haloes. Grain felt like but natural, and the image lacked print flaws.

Director Steven Soderbergh usually features stylized hues, and that occurred during Twelve as well. The movie offered broad and vivid color schemes, and the 4K replicated them well.

This meant bold and borderline garish tones that came across as intended. HDR added range and punch to the hues.

Blacks felt deep and dense, while shadows boasted appropriate clarity. Whites and contrast got a boost from HDR, and that factor made the movie’s intentionally semi-blown-out appearance even brighter. The image worked well.

As for the film’s DTS-HD MA 5.1 soundtrack, it didn’t excel, but it did its job. The soundfield remained fairly heavily oriented toward the front spectrum.

In that domain, the music offered solid stereo imaging, and effects seemed natural and well defined. Those elements spread cleanly across the forward channels. They showed good blending, and panning appeared smooth and natural.

Surround usage seemed limited but acceptable. The rear speakers reinforced the film’s music and they also occasionally offered decent effects support.

Admittedly, they remained fairly passive much of the time, but they came to life acceptably during a few scenes. Not much stood out from the crowd, though, as the mix lacked a lot of flair.

Audio quality also seemed positive. Speech felt natural and concise, without any roughness.

Music felt full and rich, while effects appeared accurate and clear. Nothing here dazzled, but the mix worked fine for the movie.

How did the 4K UHD compare to the Blu-ray from 2009? Audio got a boost due to the presence of lossless sound versus the lossy mix on the BD.

Visuals got the expected step up, as the 4K looked better defined and more dynamic than the Blu-ray. While the latter worked pretty well, the 4K turned into an obvious improvement.

The 4K brings a mix of extras, and we open with an audio commentary from director Steven Soderbergh and screenwriter George Nolfi. Both sit together for this running, screen-specific look at story and script, adaptation and character issues, cast and performances, sets and locations, cinematography and Soderbergh’s approach to filming, music, and a few other production areas.

I’m too lazy to check my reviews and confirm this, but I bet I’ve never met a Soderbergh commentary I didn’t enjoy. The director seems to be utterly incapable of providing boring chats, and this discussion continues this positive trend.

Soderbergh and Nolfi interact well to produce a funny, informative look at their oft-maligned film. Despite a little more dead air than I’d like, this remains a strong commentary.

An HBO First Look Featurette runs 13 minutes, two seconds and includes notes from Soderbergh, Nolfi, producer Jerry Weintraub, and actors George Clooney, Don Cheadle, Matt Damon, Brad Pitt, Andy Garcia, Bernie Mac, Casey Affleck, Carl Reiner, Catherine Zeta-Jones, Vincent Cassel, Julia Roberts, and Elliott Gould.

The show examines story and characters, cast and performances, and the atmosphere on the set. Programs like this tend toward the puffy side of the street, and that holds true for this one.

Pitt adds some snarky comments, and we get a few decent shots from the set. Overall, however, this piece exists to promote and it does little more than that.

Previously exclusive to the Ocean’s Trilogy Collection, Ready, Jet Set, Go runs 25 minutes, 38 seconds and discusses Ocean’s Twelve.

Here we find comments from Soderbergh, Weintraub, Garcia, Clooney, Affleck, Damon, Cheadle, Pitt, Roberts, Jacobs, Gould, Reiner, Nolfi, special effects coordinator Kevin Hannigan, film journalist Anthony Kaufman, composer David Holmes, 2nd AD Trey Batchelor, production designer Philip Messina, and actors Scott Caan, Eddie Jemison and Catherine Zeta-Jones.

“Go” covers the push for a sequel and story/characters, sets and locations, cast and performances, music, and connected areas. In tone and execution, “Go” feels fluffy but decent.

Finally, we get 18 Deleted Scenes. These fill a total of 28 minutes, 18 seconds and usually fall into two categories. We get alternate/extended introductions to the characters, or we get little tidbits that flesh out the secondary participants.

Some of these are enjoyable – like the alternate intros to Linus – but none are crucial, and some would’ve made a long movie go even more slowly. While I can’t think of any that should’ve made the final cut, they’re interesting to see.

When I initially watched Ocean’s Twelve back in 2005, I thought it provided a plodding, meandering dud. On further review, I still don’t think it’s as good as the first movie, but it has its own charms, and I admire the fact that it doesn’t just copy its predecessor. The 4K UHD offers very good visuals, more than adequate audio, and a few supplements highlighted by a terrific commentary. Twelve remains the most challenging – and potentially off-putting – of the three Ocean’s films, but it usually works, and it opens up better with repeated viewings.

Note that Ocean’s Twelve can either be purchased solo via a steelbook package or as part of a three-disc “Ocean’s Trilogy” set that also includes 2001’s Ocean’s Eleven and 2007’s Ocean’s Thirteen. The latter lacks the fancy steelbook cases but it comes at a much cheaper price.

Each steelbook lists for about $40, whereas the three-movie set retails for around $60. If you love steelbooks, then go that route, but otherwise the “Trilogy” becomes the way to go, as it allows viewers to own all the flicks for half the cost of the three individual releases.

To rate this film, visit the DVD review of OCEAN'S TWELVE