Steven Soderbergh Doesn't Care If You Like 'Ocean's 12,' But Don't Hate It For The Wrong Reason

It's Time To Reevaluate One Of The 'Worst Sequels Ever'

For many Steven Soderbergh fans, "Ocean's Twelve" sits somewhere toward the bottom of the director's vast filmography, slotted near other perceived failures like "The Good German." And that's fine with Soderbergh himself, just as long as those casting aspersions in the direction of "Ocean's Twelve" are doing it for the right reasons.

"Obviously people can say whatever they want. But I could never hate something that's at least, even on a superficial level, beautiful to look at. I reserve that kind of ire for what I consider to be actual filmmaking incompetence," Soderbergh said while sitting in his Tribeca-based office in New York last month. "So it's legit for somebody to say, 'I didn't like it. It didn't work for me.' But if you can't say that and then acknowledge that it's spectacular to look at and the score is just fantastic, then you're kind of outing yourself as taking a sort of ideological position about the movie that's separate from the movie. You've got an agenda here, because you're not even acknowledging the things that by any standards are worth acknowledging. That shit makes me a little crazy. Can't you separate out anything that you think is good? Just good?"

Released on Dec. 10, 2004, "Ocean's Twelve" would become a box office hit, grossing $362 million worldwide. But despite some positive notices from notable critics such as Manohla Dargis, Wesley Morris and Roger Ebert, most reviews were negative to outright vitriolic. ("Hits a new low in condescending facetiousness, with no fewer than 15 performers of varying talents, tongues firmly in cheeks, undercutting all the genre's action conventions while camping up a storm on two continents," Andrew Sarris wrote in the New York Observer.) In the 10 years since, "Ocean's Twelve" has been included on multiple lists of the worst sequels of all time. Entertainment Weekly put it at No. 16, three slots ahead of "Revenge of the Nerds II: Nerds in Paradise"; Ranker has it at No. 14, five spots ahead of "Basic Instinct 2."

But today, Soderbergh's plea for "just good" consideration feels warranted. "Ocean's Twelve" is such an outlier within Hollywood's sequel-crazed culture that now it seems almost revolutionary. We'd only be so lucky to have a major studio release featuring some of the biggest stars on Earth -- George Clooney, Brad Pitt, Matt Damon, Julia Roberts and Catherine Zeta-Jones among them -- be so weird. In a world where most sequels attempt nothing more than to replicate the success of the first film (often with diminishing returns), "Ocean's Twelve" completely reworked its predecessor's DNA. It's a heist movie about the subterfuge of a heist -- indeed, the main robbery takes place off-screen in film's midsection -- while also being a meta commentary on making movies. For instance, here's a famous thing that happens in "Ocean's Twelve": Julia Roberts plays a woman named Tess, who looks so much like the real Julia Roberts that she gets called into action to impersonate Julia Roberts during a key point in the heist. (Bruce Willis, incidentally, plays himself during this sequence.) That it even exists is cause for celebration: "Not the second one," Soderbergh told HuffPost Entertainment when asked if he could make "Ocean's Twelve" in the current studio climate. "No fucking way."

To celebrate the 10th anniversary of "Ocean's Twelve," Soderbergh discussed the film at length on a rainy day in late November, all while knowing what many a commenter might write at the end of this piece: It was bad 10 years ago, and it's bad today. Ahead, an edited transcript of our conversation.

steven soderberghSteven Soderbergh on the set of "Ocean's Twelve"

When did you know people didn't like the movie?When the reviews started coming in -- which I don't read, but I know what's happening because I can tell. Whether it's my producers telling me or somebody emailing me and saying sorry about Entertainment Weekly. That kind of thing. The funny thing was that in terms of the previews and testing process, "Ocean's Twelve" tested as well as the first one did. I think in these situations, when you're making a sequel to a movie that has been successful, you're dealing with expectations. That is what this film confronted and got beaten by, because it's a completely different movie from the first one. It's weirder. I would argue -- and I'm happy to be challenged on this -- that it's one of the biggest budgeted stoner movies of all time. It certainly rewards a viewing in an altered state. It's very digressive. In my mind, if you forced me to watch one of the three, it's the one I would watch. Because in terms of the imagery and the music, it is unquestionably the most arresting of the three. But, as I said, I think people were really expecting a fairly faithful recreation of the first movie in terms of structure, attitude and intention.

In an interview with Entertainment Weekly before the third movie came out, George Clooney joked that you said "Ocean's Thirteen" should have been called "The One We Should Have Made Last Time." Do you think that?Here's the perfect analogy: Woody Allen can't just leap from "Annie Hall" to "Manhattan," he has to make "Interiors" in the middle in order to get to where he got in "Manhattan." I happen to like "Interiors" -- or at least think there is a lot of really compelling, interesting stuff in it -- but it is not roundly considered a success or even on the level of his other dramatic movies. It was his first run at that kind of movie. But even when I saw it when I was 15, I recognized that there was some good stuff there. "Manhattan" comes out and everyone goes, "Oh, that's what we wanted." So I guess I view it like that. "Ocean's Twelve" was a necessary iteration. I don't think we could have gone from the first one to the third one -- at least I don't think any of us would have felt like that was, artistically, the right sequence. I think we had to do the second to get to the third one. Look, nobody got hurt ...

Right.... and if someone was asking about making films and asked which they should look at, I would definitely say the second one. In terms of shot construction, cutting patterns, the use of music -- from a filmmaking standpoint, that's the best of the three. There are obviously aspects of the others were really satisfying. I think even the writers of the other films would agree that Ted Griffin's script for the first one is flawless. It's an immaculately constructed and genuinely witty script. Those are hard to write. And part of the pleasure of the third one, for me, was working with Al Pacino. That's a dream come true and we had a great time. He was awesome. That really made it fun. But it's always dangerous to ask artists (a) what they think of their own work, and (b) especially when you're discussing something that didn't go down well. I've made lots of things that have proven problematic for people. You have to be careful not to fall into this defensive mode where you kind of imply that it's everybody else's fault that it didn't go over. It's not that they're ahead of their time, it's just a combination of expectation and what's going on in the zeitgeist.

The visuals and Dave Holmes' score feel very influenced by 1960s European films. Did you have specific ones in mind?Well, yeah! And maybe this was part of the problem, because it's a film that doesn't work, but I'm totally fascinated by it, which is "Modesty Blaise." When I was doing the interview book with Richard Lester, he agreed: "Joe Losey, not the go-to guy when you're trying to get zany." No, he's not. But, good filmmaker. It's just a movie I find really compelling. This is the problem with filmmakers, sometimes: We end up being influenced by things that were not successful or liked, but that we thought were great. If you talk to anybody of my generation, it can be "Seconds," the John Frankenheimer movie. Amongst filmmakers, that's a very influential movie. Everybody hated it and it tanked. So I can understand if you're somebody who's financing a movie, there is the risk, when you're dealing with a cinema-literate filmmaker, that they're building their aesthetic on the backs of things that are very compelling to them, but might not have been well liked or even seen.

What did the studio think about "Ocean's Twelve" back then?The only point of contention, and it was a big one in the sense that it was perfectly legitimate for it to be a big point of contention, was the Julia Roberts scene. I remember scouting in Chicago, I think in Grant Park, on a cell phone with [former Warner Bros. president] Alan Horn, and him going, "Are you sure this Julia thing is going to work?" I said, "Yes. There's a precedent. It's in 1940 in 'His Girl Friday.' It's going to work. People will be able to follow it. Their heads will not split in half. I think it's going to play." But I understand from Warner Bros.' point of view that's a weird idea to put a pyramid on top of. It's a little meta.

Did Julia Roberts and the rest of the cast trust that it was going to work?If they didn't, they hid it well. But my memory of it was everybody was in on the joke, and happy to be in on the joke. Everyone was trying to find ways to keep enhancing the joke, too. In the scene where they're trying to get her ready and Bruce Willis comes in, all of the guys were trying to come up with ways in which to build this joke. As crazy as it was -- I think we had 23 drafts, we were constantly writing -- you could have stopped me at any point and I had the movie in my head. I could have recited to you verbally the entire movie scene by scene. I knew what it was. But we were constantly recalibrating scenes and trying to make sure the math of it ultimately would add up. In my opinion it does. When you get to the very, very end, the math of the movie actually does add up. But it's admittedly very convoluted.

Matt Singer made a great case for how "Ocean's Twelve" is actually movie about the difficulty of making a great sequel. I've seen other people write that it's about the perils of movie stardom. Were those added dimensions something you consciously tried to include?Yeah, I can't say that I was thinking of making anything other than coming up with ideas that engaged me, that I was excited about or that I thought were fun. From a directing standpoint, they are tricky movies for me. Much more, as I said in the DGA Quarterly issue, when we were talking about "Traffic" versus the "Oceans" movies. It's no question: the "Oceans" films were way harder. Coming up with interesting ways to keep the narrative chugging along and coming up with interesting ways to shoot stuff ... there are days you hit a wall, in a way that you wouldn't on a quote-unquote normal movie. Because you want to find this balance between something that has style and yet doesn't become what I always refer to as mounting the camera on the end of a fan blade. You want to come up with stuff that's sort of arresting but isn't distracting. That can be tricky.

Do you have an example?The scene with them prepping Julia and Bruce coming in, I was having real trouble trying to figure out what the visual approach to that specific scene was. What I discovered early on was that I was too close to the actors. The initial run at it was much more in there with them and something was not right. It was italicizing stuff in a way that was not correct. So I started thinking about "Midnight Run." Because Martin Brest likes in a lot of those situations to be a little bit further back. That's a movie I like a lot, and thinking about the scenes with Dennis Farina and his guys, I decided to back off in that moment. Once I did that, it all went very quickly. But it took me half a day.

Not italicizing things is something I think the movie does well. Because audiences are bringing in their knowledge of the stars' off-screen friendships, it could have become just a bunch of famous people hanging out having fun. But it's not, even though they are having fun.Here's a perfect example of someone who had an issue with the movie before they showed up. Someone called me after the movie came out and said, "I didn't know you guys shot at George's house in Lake Como." I said, "We didn't, what are you talking about?" They said, "I just read this review that was pretty scathing," and the critic's position was what you were saying: I've got a real problem with everybody going to hang out at George's house. This is an argument for the end of production notes. Because in point of fact, the story of where we shot Toulour's villa is really interesting. It was Luchino Visconti's house. It was where he was born and where he died. So it was kind of great to be shooting there. So here's someone who already is coming in [unhappy], and even facts don't matter. To prove their point, they're making something up. It's one thing to walk in, again, with an expectation and having it dashed ...

But to play devil's advocate, by having major scenes shot at Lake Como, which is a place that a great many people equate with George Clooney, aren't you inviting that comparison?I'm talking about somebody who gets paid to do this. For a regular audience member it doesn't matter.

oceans 12Vincent Cassel on the Lake Como set of "Ocean's Twelve"

"Ocean's Twelve" was your first sequel, so was there anything you learned doing that movie that carried over to either "Ocean's Thirteen" or -- even though you didn't direct -- "Magic Mike XXL"?It certainly was the case on "XXL," where we felt like we constructed a universe that we now wanted to deepen and expand. Same thing with "Ocean's Twelve" and "Ocean's Thirteen." Let's put it this way: I guess we'll find out, but I hope we learned some lessons in doing the second "Magic Mike" by identifying what people responded to in the first film. I think that's the trick. Because sometimes it's not what you think. You've made a successful movie that a lot of people like, and you go back and want to explore that world again, and without knowing it you've sort of expanded things within that world that weren't what people responded to. So we had a lot of conversations on "XXL" about what we wanted to expand. What aspects of the first movie we wanted to expand. I hope we've been smart about that, while at the same time making a movie that is very different from the first.

So how do you balance being an artist with giving the audience what it wants?I think with "Ocean's Twelve," you could make the argument that I sacrificed the characters, our core group, by introducing two new characters. I took real estate away from the Oceans gang, and handed it over to two new people [Jones and Vincent Cassel, who plays Toulour]. And on top of it, built a very elaborate plot. So I think a lot of people felt like, "I came to see the guys be sort of the guys, and you took from them!"

You also shifted the focus away from George and put it onto Brad. Do you feel like that was another thing that threw the audience off?Clearly it was something like that, yes. In retrospect, you have to find this balance where you're being considerate of the audience, but at the same time, you're leading them. You're not being led by them. You're telling your story the way you want to tell it.

To be fair, if people hated "Ocean's Twelve" as much as the narrative seems to suggest, they probably wouldn't have seen the third film in the way they did.Their discontent wasn't so deep that they threw the franchise out the window. Maybe they just felt like ... it's hard to tell. I'm just speaking as a moviegoer: that group of people is pretty hard to resist. A movie like "Ocean's Thirteen" opening with that group of people and you have Al Pacino and Ellen Barkin ... I would think you'd look at it and go, Okay, I want to see that. So maybe their discontent didn't go so deep because at the very least there was some understanding that the second one was not a retread of the first one, so if we missed, it was a sincere miss. I'd rather have someone be upset because you went off the reservation, as opposed to saying, "You not only stayed on the reservation, you didn't even move. You stayed on the same chair in the same room."

You said "Ocean's Twelve" was the one you would watch when presented with all three. But because people don't like it, does that sour the film at all for you?No. It's nice when people like something, but all of my pleasure is in the making of it. So the result is something I can't really control. You rather people like something than not like it. But no, I'm just looking at the piece.

It's almost a no-win situation. You do something different, fans aren't happy; you do the same thing, fans aren't happy.That's the sequel business. There has been lately, I think in an attempt to mitigate that, lots of variations in these franchises. They're splintering off characters, they're doing the origin story, they have different casts. Which you should be doing! It was a little different in our case, because part of the fun of it is having the whole group. The idea that we're going to do this movie, but we're just going to carve out a couple of the characters? You want to see all of them. Everybody, top to bottom. It's a slightly different set of problems to solve. The movies at the end of the day to me were about camaraderie and loyalty and professionalism. Those are things that I actually take really seriously in my life. To be able to work on a piece in which that is really front and center was really pleasurable to me.

So would you say the "Oceans" films are actually really personal to you?I'm just saying that for all of their fizzy, frothy surface, those are subjects I take very seriously. Anybody who knows me will tell you that my friends are really important to me, and being good at my job and trying to be better at my job is really important to me. So there is always, for me, I was always happy in which those are being promoted. There's a lot of that in the new "Magic Mike."

When was the last time you watched "Ocean's Twelve"?I watched it recently for the first time since we finished it to prepare for this. Because I forget shit.

What did you think?I'm really happy with the image construction and the sound of it. There's a real playfulness to it. Let's put it this way: I didn't look at it and go, I should have done X, Y or Z. I'm fine with the choices that were made 10 years ago. The DNA of it is what it is. It is a sweater. It may not be a sweater you like, but it is a sweater. If you start pulling shit out of it, it's going to fall apart.

Before You Go

Ocean's Twelve Los Angeles Premiere - Arrivals

"Ocean's Twelve" Photos

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