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Ocean's Twelve is a 2004 American comedy heist film, which acts as the sequel to 2001's Ocean's Eleven. Like its predecessor, which was a remake of the 1960 heist film Ocean's 11, the film was directed by Steven Soderbergh and used an ensemble cast. It was released in the United States on December 10, 2004. A third film, Ocean's Thirteen, was released on June 8, 2007, in the United States—thus forming the Ocean's Trilogy. The film stars George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Andy García, Julia Roberts, Don Cheadle, Bernie Mac. It was the tenth highest-grossing film of 2004.

  • Directed by: Steven Soderbergh
  • Produced by: Jerry Weintraub
  • Written by: George Nolfi
  • Starring: Geroge Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Julia Roberts, Vincent Cassel, Elliott Gould, Don Cheadle
  • Music by: David Holmes
  • Cinematography: Steven Soderbergh
  • Edited by:  Stephen Mirrione
  • Country: U.S.A.
  • Language: English
  • Running time: 125 minutes

    Ocean's Twelve Trailer (2004)

  • Budget: $110 million
  • Box Office: $363 million
  • Release date: December 10, 2004
  • Distributed by: Warner Bros. Pictures, Roadshow Entertainment



At Rome, Rusty romances Europol Detective Isabel Lahiri. But she doesn't know he's the thief she's investiganting in her theft case

The film starts in Rome some years before the actual time. At Rome, Rusty Ryan (Brad Pitt), a member of the gang of thieves of Danny Ocean (George Clooney), lives in an apartment with her girlfriend Isabel Lahiri (Catherine Zeta-Jones). Isabel is an Europol Detective who is working in the "Bulgari case", a case that investigates the theft of some jewels. Rusty is the thief of that case but Isabel is oblivious to that. But, when he's about to be discovered by Isabel, Rusty runs away from Rome and abandons Isabel.

Some years later we are set on actual time. After Ocean's Eleven gang have made their biggest heist stealing the money of three casinos in Las Vegas from Terry Benedict (Andy Garcia), all of the members of the gang are living their lives separately and with different identities. Terry Benedict locates all eleven members of the Ocean's gang, and he demans to each of them to return to him in less than two weeks the $160 million they stole from his casinos (plus $38 million interest).

Short by half, the group schemes to stage another heist in Europe to avoid problems with United States authorities. So Rusty decides to organize for the gang a heist in Amsterdam (which is where Isabel lives now and Rusty knows it, but he hides that from the rest of the gang).

At Amsterdam Rusty goes to see Isabel in secret.

The next day, Danny, Rusty and Linus (Matt Damon) are tipped off by an informant named Matsui (Robbie Coltrane) about the location of the first stock certificate ever. The stock certificate is inside a vault of a particular named Van der Woude, a millionare.

The gang plan a complex series of schemes to enter into the house at night. They succeed, but they find the document has already been stolen by "The Night Fox", another master thief, since the vault is empy and with a figure of a black fox inside.The vault also has a voice-message from "The Night Fox" who says that he stole the document, that he hired Matsui to set them up, and that he also gave to Terry Benedict the location of all the Danny Ocean's gang. "The Night Fox" says to them that he wanted to locate them to compete with them as the best thiefs of all time.


Europol Detective Isabel Lahiri is asigned to investigate the theft of the first stock document at a building from Amsterdam

Isabel Lahiri is called in to investigate the theft of the stock document and sees the document has been stoled by "The Night Fox", but she realizes that her talking earlier about a particular burglary with Rusty during their relationship, would have given Rusty the idea of how to solve the complication the gang would have come up against the theft.

Surprising the group at their accommodation, Isabel visits them and warns them they cannot beat the Night Fox or his mentor, the mysterious master-thief "LeMarc", both of whom excel in practicing the "long-con". She has been hunting both for years. When Isabel leaves, Rusty realizez she has stolen his mobile phone.

Danny and his gang discover the Night Fox is Baron François Toulour (Vincent Cassel), a wealthy businessman who has a mansion on Lake Como. So the gang travels to Italy, and there they steal some pictures in Toulour's manor.

So Toulour invites Danny to his mansion. Toulour is upset that LeMarc did not describe him as the best thief in the world, and challenges Danny to steal the Fabergé Imperial Coronation Egg from a musseum of 


Isabel manages to know what the Ocean's gang is planning thanks to Rusty' phone she has stolen

Rome. If Danny and his gang win, Toulour will pay off the debt to Benedict.

Danny and his gang begin to plan an elaborate heist to swap the egg for a holographic recreation, but the engineer hired by the group accidentally tips off Isabel Lahiri to their presence, since she has the mobile phone of Rusty.

So, the day the Egg is going to be exposed at the musseum, Isabel captures most of the gang on their first attempt to steal the Egg.

The only ones who managed to not get caught are Linus, Basher, Turk and Saul. They reunite in their baement and they come up with a second plan involving Danny's wife Tess (Julia Roberts) posing as a pregnant Julia Roberts in order to get close to the Egg and swap it. But they are quickly foiled by Isabel, and the rest of the group is captured.

Lahiri is told that the gang is about to be extradited to the United States. Linus is chosen first to be interrogated by the FBI agent (Cherry Jones) assigned to collect them. It turns out that she is Linus' mother and a fake agent, who organises the release of the whole gang. She points out to Lahiri that she will face only retribution for her forging a signature on a Europol form.


Isabel is conducted by a fake police car to the airport

Isabel is conducted by a car to Rusty who's at the airport. There, Rusty says to Isabel how the gang has escaped the police. Rusty tells Isabel her father is alive and that he has arrange a flight to have a meet with her. So they both fly to see him.

Some time later, Danny and Tess return to Toulour's estate where he reveals his glee at their failure. Toulour claims to have stolen the egg at night using his agility and Capoeira skills to evade the heavy security.

Toulour's celebration is short-lived when Danny reveals that his group stole the egg before, while it was in transit to the museum on a train. Toulour realises that the Ocean's gangs was tipped off by LeMarc. A flashback reveals that Danny and Rusty had met LeMarc earlier when he revealed his confidence trick intended to humiliate Toulour, and at the same time, to restore to himself the Fabergé egg that he had stolen years ago and had returned following his wife's wishes.


At a safe house, Rusty and Isabel meet Isabel's father, the famous thief Gaspar Le Marc

Toulour is forced to admit Danny won the bet and gives him the money for the debt. They pay back Benedict and promise not to perform any more heists in his casinos—even as Toulour himself is in the background spying on Benedict.

Rusty takes Lahiri to a safe house that he claims has been lent to him by LeMarc. She is reunited with her father, who is revealed to be the man she has been pursuing for years: Gaspar LeMarc (Albert Finney).

The final scenes of the film, in which the primary characters enjoy a private poker session, imply that she and Rusty have re-kindled their relationship.



- George Clooney - Danny Ocean

Oney-Matt-Damon-Catherine-Zeta-Jones-Andy-Garcia-Don-Cheadle-Bernie-Mac-and-Julia-Roberts-and-distributed-by-Warner-Bros -Pictures -Photo-by-Bob-Marshak-2

- Brad Pitt - Rusty Ryan


- Matt Damon - Linus Caldwell


- Catherine Zeta-Jones - Europol Detective Isabel Lahiri


- Julia Roberts - Tess Ocean


- Vincent Cassel - Baron François Toulour/The Night Fox

2004 oceans twelve 029

- Elliott Gould - Reuben Tishkoff 


- Don Cheadle - Basher Tarr


- Scott Caan - Turk Malloy

Oceans13 shaobo

- Shaobo Qin - "The Amazing" Yen


- Bernie Mac - Frank Catton



- Eddie Jemison - Livingston Dell


- Andy Garcia - Terry Benedict


- Casey Affleck - Virgil Malloy

Ocean twelve09

- Cherry Jones - Molly Star/Mrs. Caldwell


- Carl Reiner - Saul Bloom


- Robbie Coltrane- Matsui

- Albert Finney - Gaspar Le Marc

- Bruce Willis - Himself

- Topher Grace - Himself


The original soundtrack to Ocean's Twelve was released by Warner Bros. Records on December 7, 2004. David Holmes returned to compose the music for the film and won a BMI award. His songs "Amsterdam" and "I Love Art...Really!" were released as singles and do not appear on the commercial soundtrack. The soundtrack is also absent of the music used during the Nightfox "laser-dance" sequence in the film. The clip is from a track called "Thé à la Menthe" performed by La Caution, according to the film's end credits. The track titled "The Real Story" is different on the commercial soundtrack than it is in the film, which uses "Rito a Los Angeles" by Peppino de Luca, featuring part of the main riff of In-A-Gadda-Da-Vida. The music Benedict plays on the piano when he comes to visit Basher is called "Requiem for a Dead". It was written and performed by Andy Garcia. The track that plays as the group are escorted from the police station to the black cars is "Margaret" by Giuseppe De Luca. The track that plays as Lahiri cracks Matsui is "El Capitalismo Foraneo" by Gotan Project. "Ascension to Virginity" was taken from the 1968 movie Candy where it likewise appeared in the epilogue —the version on the soundtrack is the full length version from the Candy soundtrack LP.

All songs by David Holmes, unless otherwise noted:

1. L'appuntamento - Roberto Carlos, Erasmo Carlos, Bruno Lauzi, Ornella Vanoni

2. $165 Million + Interest/The Round Up

Oceans 12 soundtrack

O.S.T. Cover

3. L.S.D. Party - Roland Vincent

4. Lifting the Building

5. 10:35 I Turn Off Camera 3

6. Crepuscolo sul mare - Piero Umiliami

7. What R We Stealing 

8. Faust 75 - Dynastie Crisis

9. Stealing the Stock/Le Renard de Nuit 

10. 7/29/04 The Day Of

11. Lazy - Yellow Hammer

12. Explosive Corrosive Joseph - John Schroeder

13. Yen on a Cariousel

14. The Real Story

15. Ascension to Virginity - Dave Grusin

16. Three 8 Bar Drum Loops


The script was reworked when Julia Roberts learned she was pregnant with twins.

The film was shot in 2004 in Atlantic City, St. Petersburg (Florida) and in Las Vegas at the Bellagio Hotel. Filming also took place in Chicago, Amsterdam, Paris, Monte Carlo, Lake Como (at George Clooney's Villa in Laglio), Rome and Castellammare del Golfo in Sicily. The production spent 3 weeks in The Netherlands; scenes were filmed in the KattenKabinet, the Hotel Pulitzer, Haarlem railway station, and the Hague City Hall.



Some of the cast at the movie premiere

Ocean's Twelve received mixed reviews overall, scoring a 55% on Rotten Tomatoes. The film was criticized for its slow start, its complex plot and a final twist that negated much of the preceding action. The Washington Post's Stephen Hunter said that "it all ends on one of those infuriatingly sloppy notes where, having dramatized narrative events WXYZ for us, which we have taken on good faith, it suddenly and arbitrarily delivers narrative events STUV, which completely invalidate events WXYZ." Newsweek said that "while it looks like the cast is having a blast and a half, the studied hipness can get so pleased with itself it borders on the smug." Claudia Puig with USA Today remarked, "At the rate things are going, all of Hollywood will put in about a day's work on Ocean's Seventeen." More positively, Roger Ebert concluded his review this way: "The movie is all about behavior, dialogue, star power and wiseass in-jokes. I really sort of liked it." Ocean's Twelve was rated by Entertainment Weekly as one of "The 25 Worst Sequels Ever Made". Steven Soderbergh has stated that it is his favourite of the three Ocean's films.