Although its title is synonymous with the heist movie genre, the “Rat Pack” caper classicOcean’s 11is not a good film.Steven Soderbergh’s take onOcean’s Elevenis the type of remake that Hollywood needs to make more often. It took a good idea that was poorly executed, and managed to improve it. While the original film was simply an excuse for the Rat Pack to hang out together, Soderbergh took advantage of the allure of his stars. The audience actually watchedGeorge Clooney, Brad Pitt, Matt Damon, and the rest of the larger-than-life cast put together the plan to pull off their daring scheme.

One of the improvements that Soderbergh made with his first installment was the inclusion of more serious stakes. While the eccentric heist maneuvers were fun,Ocean’s Elevenbecame a love story. Danny Ocean (Clooney) orchestrates his con so that he can win back his ex-lover, Tess (Julia Roberts), who is now involved with the villainous casino mogul Terry Benedict (Andy Garcia). Danny is forced to put all of his cards on the table when he opens up to Tess, and his secret intentions spark friction with the rest of his team. These emotional through lines were continued in the 2004 sequel,Ocean’s Twelve, a surprisingly subversive follow-upthat has deservedly earned a cult appreciation.

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In comparison, the 2007 three-quelOcean’s Thirteenis an absurdist work of comedy. Instead of casually winking at the audience, Soderbergh opts for intentional laughs, ridiculous disguises, and caricatures of the established crew. To give you an idea of the film’s tone, the main antagonist is literally named “Willy Bank.” Was this Soderbergh’s way of kneeling before the masses and attempting to make a more straightforward “crowd pleaser” to apologize for the more artful direction ofOcean’s Twelve? Far from it.Ocean’s Thirteenis playfully absurd to the nth degree, reveling in the inherent ridiculousness of classic caper films. It’s a bold stylistic achievement in its own right. IfOcean’s Elevenwas an elevation of the genre,Ocean’s Thirteenacknowledged that nobody should take these filmstooseriously. It was a different direction that helped the franchise not feel like a retread. This wouldn’t have been possible if the audience hadn’t already built an emotional connection with the characters.

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Initially, the gang assembles so that they can get revenge on the Las Vegas business tycoon Willy Bank (Al Pacino) for duping their old friend Reuben Tishkof (Elliot Gould) in a shady business deal. Although we feel for Reuben’s befuddlement, it is more of an excuse to get the crew back together than a genuine heartfelt gut punch. It’s a quick, straightforward setup; Soderbergh acknowledged that an audience isn’t there for thewhy. They are there forhowthe impossible task will be pulled off. The absurdity acknowledged the inherent logical gaps that most caper films make. The series had to make the heists evenmoredangerous with each installment, but raising the stakesagaincould easily feel like the franchise jumped the shark. Opting for self-awareness was the best choice.

Although Reuben’s betrayal is more of a MacGuffin than anything, that doesn’t mean that the gang is lacking in motivation to complete their new mission. They get all the encouragement they need after getting a taste of Bank’s cartoon levels of villainy. For all of their obvious exaggerations, bothOcean’s ElevenandOcean’s Twelvemaintain a relative level of realism in their depiction of the gambling scene. By comparison, Bank’s comical greed feels plucked right out of aScooby-Doocartoon. This was a way for each of the installments to feel unique. While the first two films had their comedic moments, neither could be described as a straight-up “comedy.” By comparison,Ocean’s Thirteenmade use of the cast’s preexisting chemistry and applied it to more humorous scenarios.

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To say that Pacino understood the assignment would be an understatement. Bank is one of Pacino’s most over-the-top performances, which is no small statement; have youseenwhat he does inThe Devil’s Advocate? Thankfully, Pacino is in on the joke this time. While his appearance in things likeGigliandJack and Jillfeel like they are at Pacino’s expense, he is seemingly having a blast with the Bank character. You can’t deliver a line like, “I don’t want the labor pains, I just want the baby,” without knowing what you are getting into. Bank’s black-hearted nature catches the team off guard. In a funny way, they’re actually doing society a favor for robbing Bank blind.

Bank’s villainy is established when he refuses to acknowledge the security risks of his expensive new venture. Posing as a risk management consultant, Rusty lands a meeting with Bank to discuss the potential hazards of the project. Bank refuses to hear him out, leading to one of Rusty’s best lines in the trilogy: “I don’t gamble, not with people’s lives.”

Julia Roberts and George Clooney in Ocean’s Twelve

Bank’s elaborate resources allowedOcean’s Thirteento grant more screen time to some background characters. The bickering brothers Virgil (Casey Affleck) and Turk Malloy (Scott Caan) help orchestrate a protest at one of his facilities in a genuinely clever moment. Linus is also placed in an awkward scenario when he’s forced to seduce Bank’s associate, Abigail Sponder (Ellen Barkin). He also has to reconnect with his father, Bobby (Bob Einstein), who was hinted at in the first two films but not seen until now. These moments paid off the audience’s investment in the characters that had been earned over time.

Any semblance of actual dramatic tension is dropped by cutting the appearances of Tess and Isabel Lahiri (Catherine Zeta-Jones), Rusty’s love interest fromOcean’s Twelve. Danny quickly explains their disappearance to Linus with the line, “It’s not their fight.” Among other things, Tess and Isabel forced Danny and Rusty to examine the nature of their work, and question their motivations. This type of introspection has no place in a movie where Matt Damon wears a comically oversized prosthetic nose. But did people love theOcean’smovies for their psychological subtext? It’s the characters that draw the audience in, andOcean’s Thirteenallows them to be goofballs. It felt like going on vacation with these guys, without falling into the lazy trends that had plagued theFrank Sinatraversion.

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Tess’ presence is still felt inOcean’s Thirteenthanks to the return of the first film’s antagonist, Terry Benedict. Benedict is Danny’s polar opposite; Danny is inherently confident and slick, while Benedict is cunning and reserved. Danny is forced to ask for his old rival’s help and reluctantly adds him to the team. This adds playful comic tension to the story thanks to perfect Garcia’s timing. He is seemingly irritated by anything that comes out of Danny’s mouth, and Danny isn’t about to let Benedict forget how badly he embarrassed him.

Of course, Benedict is also out for revenge and hires theOcean’s Twelvemaster thief “The Night Fox” (Vincent Cassel) to perform a secret operation. This hilariously blows up in his face during the final moments, when Danny donates Benedict’s portion of their winnings to a children’s charity. Benedict is forced to give a tearful interview withOprah Winfreyin one of the film’s best gags. This also serves as a nice capper to the team’s story. What does success really mean if you don’t get to rub it in your rival’s face?

Have Danny, Rusty, and Linus actuallylearnedanything from their time together? Maybe, maybe not.Ocean’s Thirteenconcludes that they’re always going to be drawn to a life of misbehavior. It hints at the further adventures that they could have together, but as a capper to the trilogy, it’s entirely satisfying. The wackiness ofOcean’s Thirteenisn’t a hindrance; it’s precisely why it’s so great.