Ocean's Twelve is generally considered the worst of the 2000s Ocean's trilogy, but in some ways, it's way better than either Ocean's Eleven or Ocean's Thirteen. Even though it happens several times a year in superhero movies now, 2001's Ocean's Eleven featured a roster of movie stars that no other film could compete with at the time. George Clooney, Brad Pitt, and Matt Damon lead a whole crew of many other great actors in the slickest heist movie ever made. The film glamorized criminal activity, and the suits, the charm, and the gambling never looked cooler. Unfortunately, the sequel couldn't live up to its thrilling predecessor.

The 2004 sequel is considered the worst Ocean's movie, with a 6.5 on IMDb and a "rotten" 55 percent on Rotten Tomatoes. It even had a worse critical reception than the underwhelming all-female reboot, Ocean's 8. Ocean's Twelve's poor reputation is a result of leaving the casinos of Las Vegas for the lakes of Europe and having such a polarizing meta-final act. However, the sequel does certain things better than any other Ocean's movie. Some of the risks that director Steven Soderbergh took work exceptionally well. While it isn’t a perfect sequel, it’s still wildly entertaining and does some things better than the beloved original.

6 Ocean’s Twelve Had More Diverse Locations

Danny and the Fox talking by the sea in Italy in Ocean's Twelve

While Ocean's Eleven took place in Las Vegas and focused on the crew robbing three Las Vegas casinos at once, Ocean's Twelve was a whiplash-inducing departure when it came to the setting. Soderbergh turned the franchise into a globetrotting affair, as the 2004 movie takes place in several different European locations, including the Netherlands, , and Italy, and every shot looks so picturesque. Critics and audiences wanted more casino hijinks, but it was a "damned if you do, damned if you don't" situation. If Ocean's Twelve had a casino setting, the movie would have been criticized for being too similar to its predecessor.

Soderbergh took a risk, and as a result, Ocean's Twelve had a refreshingly lighter tone, both visually and thematically. But it was such a polarizing move that Soderbergh played it safe with Ocean's Thirteen by returning to the casino setting. Ocean's Twelve was so negatively received that Ocean's Thirteen is frequently called the series' "return to form." However, while the threequel does revisit the original movie's setting and format, there's nothing original about it, and it feels too derivative of what came before it, unlike Ocean's Twelve. There are no windows in Vegas casinos, which almost makes Ocean's Thirteen feel too isolated, but most of Ocean's Twelve is in sun-soaked Europe.

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5 Ocean’s Twelve’s Heists Were All Unique

George Clooney, Matt Damon, and Brad Pitt walking down the street in Ocean's Twelve

There's no denying that Ocean's Eleven's heist was complex, well-thought-out, and extremely clever, but instead of one massive heist with so many layers to it, Ocean's Twelve goes in a different direction. The 2004 sequel features several mini-heists, all totally different from one another. One Amsterdam heist sees the gang lifting a building off the ground. Another heist sees a competing criminal, The Night Fox, rolling through a security-laser-filled museum. The movie contains unique crimes with the Ocean's franchise's distinct humor and intelligence. And it's certainly way more entertaining than the underwritten heists in Ocean's Thirteen and Ocean's 8.

4 Ocean’s Twelve Saw The Heist Crew Failing

Oceans 12 Jail Scene

The coolness, style, and cavalier attitude of the crew help them get into places that nobody else can, but there’s no way that kind of approach would have ever helped them successfully pull off the impossible heist in the first movie. Ocean's Eleven's heist went off almost without a hitch. For a plan that was referred to as "impossible" during the crew's first meeting at Reuben's house, it unfurled way too perfectly. Even when it seemed the crew was in trouble when something didn't play out the way they intended, they quickly implemented a backup plan that worked even better than the original one.

However, Ocean's Twelve saw the crew failing on a spectacular level. It's more realistic and makes for some hilarious surprises, such as losing out to The Night Fox in Amsterdam and getting locked up in a foreign prison, even if they're saved by deus ex machina when Linus's mother randomly bails them out. And the whole plot of the movie is about how Terry Benedict has tracked the crew down and forces them to make back the money they stole from him, plus interest. Even though the crew eventually makes back the $200 million, they don't see any of the money, and it's handed over to Terry.

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Catherine Zeta-Jones as Isabel Lahiri looking over her shoulder while trying to open a safe in Ocean's Twelve.

The Ocean’s franchise has often been criticized for being all-male, and Ocean’s 8 made it worse by featuring an all-female cast, which had an opposite impact from what Warner Bros. expected. While there’s still way more room for improvement, Ocean's Twelve saw Tess, Danny's wife, get involved in the scheme, and Catherine Zeta-Jones played Isabel Lahiri, the tough-as-nails Europol detective who was tasked with tracking down Ocean's crew. But Ocean's Eleven didn't feature any action-involved female character, nor did Ocean's Thirteen, which undid all of Ocean's Twelve's progress. However, the Margot Robbie-starring Ocean's reboot can finally feature a crew of both males and females.

2 Ocean’s Twelve Had A Huge ing Cast

Vincent Cassel as Night Fox sitting on a sofa in Ocean's Twelve

Ocean's Eleven already had a huge cast of movie stars, but with Ocean's Twelve, not only did all of the original crew return, but the 2004 sequel also has a much more expansive ing cast. Vincent Cassel plays The Night Fox, and he brings his usual skills and performs some incredible stunts that were non-existent in Ocean's Eleven. Suzy Eddie Izzard plays a hilariously sarcastic tech whiz, one of Danny's aides. Robbie Coltrane plays a stoic foreign informant who spooks Linus. And best of all, Bruce Willis plays himself in an extended cameo, and regardless of the reception of that scene, the movie inarguably has a behemoth cast.

1 Ocean’s Twelve’s Divisive Plot Twist Is Actually Great

Bruce Willis Matt Damon Oceans 12

If there's one thing the series has been criticized for more than anything, it's Ocean's Twelve's meta ending where Tess (Julia Roberts) pretends to be Julia Roberts when she bumps into Bruce Willis. Tess even stuffs a pillow up her dress to look pregnant, and the scene didn't land well with critics or audiences. However, the meta approach plays perfectly into the subtle silliness of the series, the franchise's frequent meta jokes, and its overall use of movie stars. The franchise has always been meta, such as the code of ethics between people who "shook Sinatra's hand," so the Ocean's Twelve finale isn't that unrealistic within the Ocean's world.