1. I loved Ocean's 11; I'm apparently one of the only people who really, truly and sincerely enjoyed Ocean's 12. And so I was onboard for 13 even before it got great reviews and everyone seemed to say that it was a great return to what made 11 so much fun. So it should come as no surprise, then, that I came out of 13 feeling pretty disappointed.
Here's what made 11 so awesome: great cast, clearly having a great time, working with a great director, shooting a fun and lively script about one of the most ambitious heists in Hollywood history. All set to a fantastic David Holmes soundtrack. A very balanced equation.
A lot of people found 12 self-indulgent and in-jokey, but I found it charming. The stakes weren't as high in 12 as they were in 11; regardless, I found myself totally charmed. And the David Holmes soundtrack was even better in 12 than it was in 11. Still, though, the film was clearly resting on the cast's chemistry as opposed to the heist.
And so here's why 13 is disappointing. The cast chemistry is virtually ripped out of the movie; the emphasis has been put back on the heist, except the heist here is SO involved and convoluted that it's virtually impossible for anybody to actually have any fun being beautiful and famous, which is the whole point of this franchise (and, indeed, the original movie). With the exception of the very last line Clooney says to Pitt ("You should settle down... have some kids..."), there's really nothing happening between the characters at all.
Even more disappointing is the David Holmes soundtrack, which (to me) was totally forgettable - and, yet, omnipresent. There were a number of times where I was painfully aware that the score was thrumming in every scene, and the thrumming was thoroughly uninteresting.
So, yeah. I'm not saying the film is a horrible abomination - I'm just saying that my very high hopes were thoroughly dashed.
2. When all is said and done, I think I liked this movie, even if it's completely ridiculous and risks staining the memory of Henry Fool, one of my favorite movies of all time. In the first movie, Henry is completely ridiculous - he has numerous monologues about the crazy life he's led and the insane adventures he's barely escaped from, none of which are really ever taken very seriously - and, indeed, have very little bearing on what that film is actually about. The thing about Fay Grim, then, is that it assumes that everything Henry says in the first film is actually true, and - more to the point - Henry is, actually, a possible enemy of the state, a quadruple-agent with no loyalties to anyone except himself, and suddenly we're thrown into an insane espionage thriller - except it's a Hal Hartley movie, so all the dialogue is stilted, and the blocking is incredibly deliberate, PLUS every single shot in the movie is tilted. It's a movie that will make absolutely no sense to anyone who never saw the first film, and it will probably only be enjoyable to anyone who doesn't really take the espionage stuff seriously, which is somewhat of a tall order.