It was clear that the cast had a blast making the first Ocean's Eleven, but that didn't always translate to a fun movie. The story was obvious and overlong, and Soderbergh appeared to be going through the motions. The opposite is true here. Ocean's Twelve is very much a Soderbergh film, with his trademark jump cuts and color schemes and various other amusing narrative devices.
The cast seems to be just kicking back, but that isn't really the case: Practically everything that initially appears to be as natural as improvisation actually turns out to be carefully planted for a payoff later on. The real heist isn't contained within the story itself, but rather is the film itself. You go in expecting all the trappings of the genre, then gradually realize that Soderbergh isn't really interested in any of that, but rather in smartly parodying and subverting the form. There's at least one subplot in the second half that's as postmodern or "meta" as anything in the director's Hollywood deconstruction Full Frontal.
The entire team from the last flick is back -- even that cool Chinese contortionist guy (otherwise known as Shaobo Qin), whose character has become a major playa with the ladies and now owns a huge, MTV Cribs-type hip-hop pad lined with liquor bottles. Brad Pitt's Rusty causes trouble by falling into bed with Catherine Zeta-Jones, then escaping out the window when he learns that she's actually a Europol agent trying to track him down. Also, old foe Terry Benedict (Andy Garcia) has managed to find everybody's individual hideout and wants his money paid back with interest. Meanwhile, there's another master thief out there called the Night Fox (Vincent Cassel), whose ego demands that he match wits with Danny Ocean (George Clooney) to determine which of them is truly the best.
In related developments, Linus (Matt Damon) wants more respect, the Malloy brothers (Scott Caan and Casey Affleck) still bicker incessantly, Frank (Bernie Mac) has a thing about his nails, Saul (Carl Reiner) wants out, Topher Grace once again cameos playing/spoofing himself ("I totally phoned in that Dennis Quaid movie"), Eddie Izzard looks and sounds almost exactly like Tim Curry, and Don Cheadle's cockney accent still sucks beyond belief. There are a few other notable cameos, but best to discover those for yourself.
With so many main characters, it's inevitable that some will ultimately get the shaft, and Clooney is, surprisingly, not much of a factor in Twelve; his most notable bit is one in which he worries that he looks his age. Roberts, Damon, Zeta-Jones and Pitt are front and center, though the villainous Cassel gets at least one showcase moment, for which he must have trained long and hard. Pitt at one point quotes the Coen Brothers' gangster movie Miller's Crossing, proving that this film has the right kind of influences.
Perhaps most impressive is the fact that the original screenplay was never intended to be an Ocean's Eleven sequel at all. Screenwriter George Nolfi (Timeline) wrote a script titled Honor Among Thieves, wherein the idea of the Ocean-Night Fox rivalry originated, and Soderbergh liked the tone. From there, the material was adapted to fit all eleven original characters, plus the new villain, plus the new love interest (Zeta-Jones). You'd never know it just by looking.
A sequel to a remake doesn't sound like a breeding ground for creativity, but Ocean's Twelve is the exception that proves the rule (a rule, we should hope, that seldom has to be invoked). Unconfined to the dictates of the remake and not bound by the demand to be cooler than the Rat Pack (ain't gonna happen, and they presumably figured that out last time), Soderbergh seems to have found his vision again. It'll be a great day when he returns to writing his own material, but until then, this is none too shabby.