This week’s random film is Ocean’s Twelve, 2004, directed by Steven Soderbergh. A classic case of “the sequel everyone remembers badly”: the worst ratings in the franchise, EW once put it on its list of “25 Worst Sequels Ever Made,” and an IMDb thread has spent twenty years arguing over one single scene. And yet the box office was $362.9 million, tenth place for the year. A film that made money and pissed off critics at the same time is already strange enough to warrant a closer look.
But the real hook goes deeper. Twelve is an exceedingly rare case of Hollywood meta-cinema disguised as a breezy comedy: midway through the film, Julia Roberts’s character pretends to be… Julia Roberts, while Bruce Willis plays himself. After its release, the scene was called everything from genius to the height of self-satisfaction, but almost nobody noticed that the entire film works the same way: it is a story about filmmaking, told through the devices of a heist movie. Let’s unpack where this layer cake came from, why it crumbled under critical scrutiny — and what a Fabergé egg that had changed hands before the premiere has to do with it.
The film’s screenwriting genealogy has two layers. In 2000, screenwriter George Nolfi sold the studio a spec script called Honor Among Thieves — a story about two thieves racing to steal the same trophy to prove who is better. In an interview with IGN, Nolfi said that producer Jerry Weintraub sent the screenplay to Clooney, Pitt, and Soderbergh, and it landed on the table right after the first film’s success: “Because the story was built around two characters, the biggest challenge was adapting it to our ensemble.”
Nolfi admitted that he deliberately changed the emotional register: in Eleven, the audience enjoys watching the team pull everything off with such flair, while he wanted Twelve to be a film where “everything goes wrong from the beginning.” Benedict finds all eleven and demands the return of $160 million with interest — an extra $38 million, with two weeks to pay. The team is doomed to squirm its way out, and Nolfi built the plot around that: a long chain of humiliations, negotiations, and lottery tickets, with a final gambit that would later draw plenty of flak.
A few months before shooting, Julia Roberts learned she was expecting twins. A star of that magnitude physically could not carry a full-fledged role across Europe, and Warner Bros. did not postpone production — the screenplay was rewritten. The storyline acquired a scene in which Tess impersonates a pregnant Julia Roberts: supposedly, the actress agreed to “play herself” in a heist film in order to get close to the Fabergé egg. The credits gained the unthinkable billing: “…And Introducing Tess as Julia Roberts.”
Then the multilayered game began. Tess-as-Roberts complains that Soderbergh is a strange choice for a heist movie, discusses the plot of Notting Hill with Hugh Grant — in which Roberts actually starred — and beside her stands Bruce Willis, playing himself and holding forth about how The Sixth Sense fooled everyone in 1999: “If there are so many smart people around, how did that movie make $675 million worldwide?” The viewer keeps stumbling over a layer where actors talk about actors and characters talk about characters. For twenty years, the scene has been called both Roberts’s boldest act of self-mockery and the outer limit of permissible self-parody; in its 20th-anniversary retrospective, Slashfilm described it as “arguably the funniest scene in Steven Soderbergh’s filmography” — and immediately reminded readers just how controversial it proved to be.
The joke also had a production backstory: Roberts is barely in the film precisely because of her pregnancy; the cameo scene really did take what reality left behind. In that sense, the meta-gag is not a marketing trick but a crutch elevated into a style. And, as we will see below, that is the key to the entire film.
Soderbergh described the sequel’s aesthetic with a formula he himself cited in the production notes: “the most expensive episode of a 1960s television series in history.” Hence the grainy lenses and shots modeled on the film cameras of that era. Composer David Holmes rewrote the soundtrack from scratch: “not one musical theme from the first film — very unusual for a sequel.” Vincent Cassel’s laser dance to La Caution’s “Thé à la Menthe” is a direct descendant of that 1960s aesthetic — and, according to Slashfilm, an expanded riff on Entrapment with Sean Connery and Catherine Zeta-Jones.
The European shooting geography reads like a beauty pageant: three weeks in Amsterdam — the 17th-century Kattenkabinet canal house, the Pulitzer hotel made up of 25 historic buildings, the Dampkring coffee shop, Haarlem railway station, Richard Meier’s The Hague City Hall — then Paris’s Sorbonne and Gare du Nord, a month in Rome, Lake Como — where the team stayed at Clooney’s villa — and two days in Sicily. Julia Roberts called it “summer camp”: asking “who’s shooting today?” by the pool, taking a speedboat to the location. Production designer Philip Messina recalled that Amsterdam’s rooftops refused to accommodate the crew: too steep for a person to stand on, never mind a camera crane. He went through some forty canal houses before finding one that would work.
But the production designer’s biggest joke has been left out of most retellings. The lavish Roman museum from which the team supposedly steals the egg is entirely fake. The custodians of a Roman museum — a state institution with a new exhibition underway — refused to shut down for filmmakers, and ten days before the Roman unit was due to begin, Messina decided to build the interior in Los Angeles: 15,000 square feet on Warner Bros.’ largest soundstage, ten weeks of construction, plaster columns made to look like marble, a printed vinyl floor using scans of real marble, rolled up like wallpaper. Three-quarters of the way through construction, the production designer of another picture wandered through the set and mentioned that he “had been to that Roman museum” — the architectural fiction was so convincing that Messina proudly recalled it to the LA Times.
The theatrical response was chilly against the box-office numbers: Rotten Tomatoes — 55% from 188 reviews, with a consensus ranging from a “fun, glossy, star-studded attraction” to “lazy, self-satisfied, and illogical”; Metacritic — 58/100 from 39 critics; audience CinemaScore — B− on an A+…F scale, the lowest in the entire franchise. The Washington Post’s Stephen Hunter took a swing at the ending like this: “It ends with one of those irritatingly sloppy twists where, having dramatized events WXYZ that we believed, we are suddenly and arbitrarily presented with events STUV that completely devalue events WXYZ.”
The complaint is precise: the film tricks the viewer twice. First, the team spends twenty minutes laying out an elaborately detailed plan to steal the egg — a viewer with a taste for rigor gets the classic heist blueprint. Then Nolfi and Soderbergh wink from behind the curtain: all of it was rehearsal; the real trick happened offscreen. A classic move from the playbook. Ebert reasonably noted that this is not a caper film at all, but an improvisation on caper themes — a jazz riff that can sound off-key if you came for Beethoven. The problem is that the viewer who paid to see Eleven a second time did not order jazz. In its review that year, USA Today snarked that the new installment would bring together “all of Hollywood for one day of shooting Ocean’s Seventeen,” Newsweek said that its “studied hipness borders on self-satisfaction,” and Entertainment Weekly finally sent the film to its list of “25 Worst Sequels.”
And yet the film’s economics were peculiarly flawless. In 2009, defending the film in an interview with Metro, Soderbergh admitted: “Before you say anything — honestly, Twelve is the one I like best” — and laid out the budgets calculated in advance: $89 million for the first film, $120 million for the second, $120 million for the third, so the box-office arithmetic was designed to add up in the black. (The Wiki infobox lists $110 million for the second film — a small gap between plan and reality, exactly the kind typical of studio reporting.) There, too, is a perfect example of his self-mockery: “Ocean’s is about as close as I can get to Spider-Man.” The man who made Traffic was consciously making an expensive pop version of his own hobby — and apparently sincerely failed to understand why the pop audience wanted its pop back.
The film’s trophy is the Imperial Coronation Fabergé Egg, and here reality surpassed the screenplay. The original was created in 1897 by master craftsman Mikhail Perkhin: Nicholas II gave it to Alexandra Feodorovna for Easter, and hidden inside is a miniature gold replica of the carriage in which the Empress entered Moscow for her coronation. The carriage has real C-springs, rolling wheels, opening doors, a folding step — a mechanical masterpiece for which Malcolm Forbes paid $2.16 million in 1979 together with the Lilies of the Valley egg.
In February 2004 — ten months before the premiere of Twelve — the Forbes collection of nine eggs, set for a Sotheby’s auction, was bought in its entirety by Viktor Vekselberg; the BBC valued the collection at roughly $90 million, the auction was canceled after “a very rapid serious offer,” and the treasures headed to St. Petersburg, to the future Fabergé Museum. Work on the film, meanwhile, proceeded through the Forbes Gallery in New York: Vivian Alexander company president Alexander Caldwell and a team of modelmakers were given private access — to observe, measure, and photograph the original with the curator’s help — in order to create two Coronation Egg replicas for shooting. The first copies were approved by the Forbes family itself.
One of the film copies was later exhibited at the Detroit Institute of Arts in the exhibition “Fabergé: Rise and Fall” — now as an independent museum artifact. It is a rare itinerary for an object: from an imperial gift to a private collection, from there to a studio prop, and then back to a museum.
Look closely and the whole film is about this: a team of thieves builds a story around a treasure that, mere months before the premiere, had ceased to be what it seemed. In reality, the egg was not stolen — it was simply bought. A plan built on someone else’s confidence in the world’s permanence worked without a single break-in, and Vekselberg’s dealings with Sotheby’s are more dramatically interesting than any screenplay. Benedict’s line from the film — “steal back what you once stole” — echoes this story in a strange way: film collectors and egg collectors operate in the same economy, only with different MacGuffins.
Twenty Twelve had a real production side that retrospectives, sparing no energy for the meta-scandal, barely notice: producer Jerry Weintraub recalled a shot in which the Eiffel Tower suddenly appears reflected in Pitt’s sunglasses — noting that transitions like that “will be studied in film schools for the next 25 years.” Messina found real caves beneath a lighting shop in a 14th-century building for the workshop of eccentric inventor Chip Izzard — “empty for decades” — and for the team’s warehouse, a Roman municipal food market abandoned for a year, an entire block of empty warehouses the city was planning to renovate six months after shooting. The location for the scene was selected from infrastructure blueprints, not a postcard.
Then the expected happened: the box-office arithmetic stunned everyone who had bet on a “flop” — $39.2 million in its opening U.S. weekend, according to The Numbers, $18.1 million in its second, a −54% drop — entirely decent, not catastrophic momentum for late December, and ultimately $362.9 million worldwide, tenth place for the year. The third installment came out in 2007 as a predictably conservative retreat to the first film’s classic formula; Roberts nearly vanished from the plot, and Willis was not invited back for the new film. The 20th-anniversary retrospective — that same Slashfilm piece — now reads in reverse: without Twelve, the trilogy would have been ordinary, the meta-scene the franchise’s most important move, without which there would have been neither the self-mockery of later blockbusters nor the recognition that pop cinema has the right to reflect on itself.
One trap remains. What counts as fake in a film that declares falseness to be its method? The museum is built, the egg copied, Roberts impersonates Roberts, Willis plays Willis, and the film’s main heist does not happen onscreen at all. The film remains honest precisely because it never once pretends that its world exists. By its twentieth anniversary, one thing had become clear: this is not a failed sequel but an aquarium, with external criticism and internal self-mockery seated on opposite sides of the glass — and which one is the fish is still an open question.