Where the first one was slick, this one is stylized. Where the first one was clever, this one is intellectual. Where the first one is glitz, this one is glamour. Basically, Ocean’s Twelve is for adults…not only for action movie-crazed adults but for adults who need more plot, structure, and development. The look of this film is almost a night and day difference from the first, mostly because there is no “Vegas” in the second film. (I use Vegas here as a noun because in the first film, Las Vegas became an entity onto itself by contributing highly to the slickness and glitziness of the first film.) Amsterdam, Rome, Naples…where the second film is set…lend to more of an old world sophistication that Vegas can’t touch. Vegas is a playground and looks the part. Europe is cultural and classic and looks that part. Director Steven Soderbergh does many of his same tricks with the camera here to try and pump up the pace and plot. But, again, taking Vegas out of the equation brings the movie out of the realm of the fantastic and into the world of the real. Concerning the plot in this second film…well even that seems to lack some of the “Vegas” feel to it. The first one seemed faster and filled with more vigor. Tricks happened right until the every end and the audience enjoyed the ride. The characters looked good and moved quick to keep up with the Vegas scene. In Europe, there seems to be a more laid-back feel to the characters. The film starts off with Andy Garcia’s Terry Benedict character (who was the victim – if you can call him that – in the first film) giving each of Ocean’s men two weeks to return his money. Two weeks!!! They should all be running around frantic. But, they are not. They act like they have all the time in the world. Does the European setting have that much to do with the pace? Maybe or maybe Soderbergh just wanted to make a film that was more intellectual than eye candy. Hey, don’t get me wrong, I LOVE eye candy. But, I also like a good movie. Both of these are good films in their own unique ways, but keep in mind that one is more the kid in you and one is for your adult side trying to break through.