I wasn't feeling it for this film, I think the tone was a little more subdued, mainly due to the change in locale from Las Vegas in Ocean's Eleven. It's pretty tough to juggle so characters and not short-shrift them, so on that account, the screenplay is okay in that respect. I'm not sure if fans of the first installment will love this film, but there are some fun bits, just not enough of them for me. Are there twists and turns, of course, I just wasn't as impressed with the overall film, so by the time the film ended, I don't think I would need to see Ocean's Thirteen. Did I think the actors felt like they are going through the paces? I think so, some of it is intentional, some of it just seems that the material just didn't give them enough room to do some interesting within the plot of the film. I give it 2.5 stars, or a grade of C+.