13. King of the Hill (1993)

When discussing his films in The Believer, Soderbergh said, "There's a difference between failures and things that are bad. I'd like to think I've made movies that were failures, creatively and otherwise." By his own admission, King of the Hill is one of these failures. The struggle of the adolescent protagonist to survive alone in a hotel is so understated and dull it takes some effort to remind yourself that you're not watching a movie on Nickelodeon. (Play the movie with your eyes closed and tell me the music doesn't sound like something from The Secret World of Alex Mack.) 

12. Ocean's Twelve (2004)

Aiming to be nothing more than an entertaining vehicle banking on the success of its predecessor, Ocean's Twelve throws in high-tech gadgets, mindless banter, and Catherine Zeta-Jones, to distract you from the fact that the plot itself is half-baked. Most symptomatic of this fluffiness is a scene where Julia Roberts' character must pose as the real Julia Roberts to help the gang steal a priceless egg, while Bruce Willis (played by Bruce Willis) nags her about his daughter's SpongeBob blanket. Vincent Cassel's excellent performance as a smug master thief is the only thing that keeps your eyes from completely rolling out of your head. 
 

11. Ocean's Thirteen (2007)

The third and final installment of the Ocean's series returns to the glitz and glamor of its Vegas roots, with Soderbergh and co. pulling a wild card and delivering more of a revenge film than a heist film. After their benefactor, Reuben Tishkoff (Elliott Gould), is betrayed by his partner, Willy Bank (Al Pacino), Ocean and his crew develop a scheme to ruin Bank's new casino by rigging its games so the house always loses, implicating every casino player in the process. Shot and edited in a flashy, over-the-top style, the film works as a nice capstone to a series about criminal swagger. But its success is more about its cast and larger-than-life budget than any real craft.

10. The Informant! (2009)

This biographical comedy is carried by Matt Damon's brilliant performance as Mark Whitacre, who blew the whistle on a mid-'90s corporate price-fixing conspiracy. Damon's performance, against a solid story of bureaucratic shenanigans, is more than enough to keep the film moving. His squirming take on the duplicitous Whitacre is both hilarious and sad; he reminds you of a child continuously juggling a lie. Also hilarious is his recurring interior monologue of random facts. Bottom line: watching a man drown in his own dishonesty has never been so much fun.

9. Gray's Anatomy (1996) / And Everything is Going Fine (2010)

It'd be disingenuous to rank one of these two portraits of monologist Spalding Gray over the other, since both are less about filmmaking than about the talents of one of history's greatest raconteurs. Viewed together, the two films are a testament to the art of storytelling, and a visual record of what one man was able to achieve with only his voice (and the occasional glass of water).

8. The Limey (1999)

A Kill Bill for geriatrics, The Limey tells the story of a father (played by the brilliant Terence Stamp) fresh out of British prison who travels to Los Angeles to investigate the death of his daughter. Learning from his mistakes with The Underneath, Soderbergh successfully begins the film in medias res, using an experimental, fragmented editing scheme that cuts the fat from the story. Meanwhile, Stamp carries the film's emotion, with a meditative stare that tells you everything you need to know about the stewing anger and remorse of a failed father. In The Limey, Soderbergh delivered a successful (albeit slim) crime film about revenge and the possibility of redemption.

7. Ocean's Eleven (2001)

With an all-star ensemble cast that both pays homage to and in many ways surpasses the glamor of its Rat Pack predecessors, this remake of the 1960 caper film achieves what every Hollywood film should strive for: a sense of fun with the intelligence to back it up. Soderbergh delivered a stylish heist film that might have toppled under its own weight in the the hands of a lesser director. And while the characters themselves may be more "types" than fleshed-out personalities, the light-hearted humor and wit of the film more than makes up for it. Although Soderbergh made several more interesting films, Ocean's Eleven is nearly perfect in its execution.