Ocean's Twelve

Ocean's Twelve
Theatrical release poster
Directed by	Steven Soderbergh
Written by	George Nolfi
Based on	Characters by George Clayton Johnson     Jack Golden Russell
Produced by	Jerry Weintraub
Starring	George Clooney Brad Pitt Matt Damon Catherine Zeta-Jones Andy García Don Cheadle Bernie Mac Julia Roberts Casey Affleck Scott Caan Vincent Cassel Eddie Jemison Carl Reiner Elliott Gould
Cinematography	Peter Andrews
Edited by	Stephen Mirrione
Music by	David Holmes
Production companies	Village Roadshow Pictures Jerry Weintraub Productions Section Eight Productions
Distributed by	Warner Bros. Pictures
Release date	December 10, 2004 (2004-12-10)
Running time	125 minutes
Country	United States
Language	English
Budget	$110 million
Box office	$362.9 million

Ocean's Twelve is a 2004 heist comedy film directed by Steven Soderbergh and written by George Nolfi. Serving as the second installment in the Ocean's film trilogy, it is a direct sequel to Ocean's Eleven (2001). The film features an ensemble cast including George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Andy García, Don Cheadle, Bernie Mac, Julia Roberts, Casey Affleck, Scott Caan, Vincent Cassel, Eddie Jemison, Carl Reiner, and Elliott Gould. Its plot follows Danny Ocean and his crew as they are forced to regroup for a series of elaborate heists across Europe after being targeted by Terry Benedict and a mysterious rival thief known as "the Night Fox."

The film was released theatrically in the United States on December 10, 2004, by Warner Bros. Pictures. It received mixed reviews from critics, who praised its style and cast chemistry but criticized its complex narrative. The film was a commercial success, grossing $362.9 million worldwide, making it the tenth-highest-grossing film of 2004.

The story was continued with Ocean's Thirteen (2007), again directed by Soderbergh and featuring most of the original ensemble. A spin-off film, Ocean's 8, starring an all-female cast, was released in 2018.

Plot

Three years after the heist at the Bellagio, Terry Benedict locates all eleven members of Danny Ocean’s crew and demands they return the $160 million they stole—plus $38 million in interest. He gives them a two-week deadline to repay the debt, threatening imprisonment or death.

With their funds depleted, the crew travels to Amsterdam to stage a new heist that will avoid U.S. jurisdiction. Saul declines to participate, citing his age. The crew is tipped off by an informant named Matsui about the location of the first stock certificate ever issued, but after a complex operation, they discover it has already been stolen by a rival thief known as the “Night Fox.” Europol detective Isabel Lahiri, an ex-girlfriend of Rusty Ryan, is assigned to investigate the theft. Recognizing a pattern from a prior case they had discussed during their relationship, she deduces Rusty's involvement and warns the crew they are outmatched by the Night Fox and his mentor, the elusive master thief Gaspar LeMarc.

The Night Fox is revealed to be François Toulour, a wealthy and agile French baron who resides in a villa on Lake Como. Enraged that LeMarc once suggested Danny Ocean might be the superior thief, Toulour admits to exposing the crew’s identities to Benedict and orchestrating their recruitment by Matsui. Seeking to prove himself, he challenges Danny to steal the Imperial Coronation Fabergé egg in exchange for paying off the crew’s debt if they succeed.

Ocean’s crew devises a plan to swap the egg with a holographic replica during its exhibition in Rome. However, Toulour intercepts their strategy by sending surveillance footage to Lahiri, who apprehends most of the crew. Linus, along with Basher, Turk, and Saul, implements an alternate plan involving Tess Ocean posing as a pregnant Julia Roberts to gain access to the egg. Their efforts are foiled when Lahiri intervenes, aided by an appearance from Bruce Willis, playing himself. The remaining team members are arrested.

As Linus is prepared for extradition, the FBI agent assigned to escort him is revealed to be his mother, who orchestrates the release of the entire crew. She confronts Lahiri over her forged Europol paperwork and threatens legal repercussions if she pursues further action.

Later, Danny and Tess visit Toulour, who boasts of his successful theft of the egg using acrobatic prowess to bypass museum security. However, Danny reveals that his crew had already stolen the real egg while it was being transported to the exhibit, having been tipped off by LeMarc. A flashback shows Danny and Rusty meeting LeMarc earlier, who offered them the opportunity to outwit Toulour and reclaim the egg he had once stolen and returned at his wife's request. Toulour concedes defeat and transfers the funds needed to repay Benedict.

Rusty brings Lahiri to a safe house where she reunites with her long-lost father, who is revealed to be LeMarc. The crew returns the money to Benedict and vows to avoid his casinos in the future, while Toulour, watching from a distance, continues to brood over his loss.

Cast

Main article: List of Ocean's (film series) characters

The Twelve

• George Clooney as Danny Ocean, an ex-con who leads his group in a heist across Europe
• Brad Pitt as Robert "Rusty" Ryan, Danny's friend and second-in-command
• Matt Damon as Linus Caldwell, a known pickpocket
• Bernie Mac as Frank Catton, an ex-croupier
• Elliott Gould as Reuben Tishkoff, a wealthy friend of Danny
• Casey Affleck as Virgil Malloy, an expert mechanic
• Scott Caan as Turk Malloy, an expert mechanic and the brother of Virgil
• Eddie Jemison as Livingston Dell, a surveillance expert
• Don Cheadle as Basher Tarr, an explosives expert
• Qin Shaobo as "The Amazing" Yen, an acrobat
• Carl Reiner as Saul Bloom, an elderly con man
• Julia Roberts as Tess Ocean, the wife of Danny
  • Roberts also portrays herself in the film in a scene where Tess is impersonating Julia Roberts as part of the con and her character is talking on the phone with her real self.

Friends Of The Twelve

• Eddie Izzard as Roman Nagel, a master thief whom Danny knows
• Cherry Jones as Mrs. Caldwell, aka FBI Agent Molly Starr, the mother of Linus
• Albert Finney as Gaspar LeMarc (uncredited), a former master thief and the mentor of Toulour
• Jared Harris as Basher's Engineer

Enemies Of The Twelve

• Catherine Zeta-Jones as Isabel Lahiri, a Europol detective
• Andy García as Terry Benedict
• Vincent Cassel as Baron François Toulour, aka "The Night Fox", aka "Moretti", a master thief

Cameos

• Bruce Willis as himself
• Topher Grace as himself
• Jerry Weintraub as Denny Shields (uncredited)

Others

• Robbie Coltrane as Ian Nicholas McNally, aka "Matsui", an informant with connections to Danny
• Jeroen Krabbé as Van Der Woude
• Candice Azzara as Saul Bloom's Girlfriend

Production

Development

Following the commercial and critical success of Ocean's Eleven (2001), Warner Bros. greenlit a sequel with Steven Soderbergh returning to direct and most of the original cast expected to reprise their roles. The screenplay for Ocean’s Twelve was written by George Nolfi and introduced a European setting and new characters, while maintaining the ensemble-heist structure of its predecessor. The script was revised during pre-production when Julia Roberts revealed that she was pregnant with twins, prompting adjustments to accommodate her condition within the storyline.

Casting

All principal cast members from Ocean’s Eleven returned for the sequel, including George Clooney, Brad Pitt, Matt Damon, Andy García, Don Cheadle, Bernie Mac, Julia Roberts, Casey Affleck, Scott Caan, Eddie Jemison, Carl Reiner, and Elliott Gould. New additions to the cast included Catherine Zeta-Jones as Europol detective Isabel Lahiri and Vincent Cassel as François Toulour, also known as the "Night Fox." Bruce Willis made a cameo appearance as himself, playing a fictionalized version of his public persona in a meta-narrative subplot.

Filming

Principal photography took place in 2003, with scenes filmed across multiple international locations. In the United States, production occurred in Atlantic City, New Jersey; St. Petersburg, Florida; and Las Vegas, including a return to the Bellagio Hotel. Additional scenes were shot in Chicago.

In Europe, the production spent three weeks filming in the Netherlands, using locations such as the KattenKabinet, the Hotel Pulitzer, the Haarlem railway station, and The Hague City Hall. Filming in Paris included scenes at the Sorbonne, the Australian Embassy, and the Gare du Nord. The Monte Carlo Casino in Monaco also served as a backdrop. In Italy, shooting locations included Villa Erba on Lake Como (in Cernobbio), Rome, and Castellammare del Golfo in Sicily.

Reception

Box office

Ocean’s Twelve was released theatrically on December 10, 2004, and grossed $39.2 million in its opening weekend in the United States and Canada, debuting at number one at the box office. The film went on to earn $125.5 million domestically and $237.4 million in international markets, for a worldwide total of $362.9 million. While not matching the box office performance of its predecessor, Ocean's Eleven, the sequel was still considered a commercial success and ranked among the top ten highest-grossing films of 2004.

Critical response

On Rotten Tomatoes, Ocean’s Twelve holds an approval rating of 55% based on 188 reviews, with an average rating of 5.9/10. The site's consensus reads: "While some have found the latest star-studded heist flick to be a fun, glossy star vehicle, others declare it's lazy, self-satisfied and illogical." On Metacritic, the film has a weighted average score of 58 out of 100, based on 39 critics, indicating "mixed or average reviews". Both aggregate scores marked the lowest critical reception among the films in the Ocean's franchise. According to CinemaScore, audiences gave the film an average grade of "B−" on an A+ to F scale, also the lowest of the series.

Critics were divided in their assessments. Some praised the film’s stylish direction and ensemble chemistry, while others took issue with its convoluted plot and self-referential tone. The Washington Post's Stephen Hunter criticized the narrative structure, writing, "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 described the film as "studied hipness" that "borders on the smug," despite the cast appearing to enjoy themselves. Claudia Puig of USA Today quipped, "At the rate things are going, all of Hollywood will put in about a day's work on Ocean's Seventeen." Entertainment Weekly included the film in its list of "The 25 Worst Sequels Ever Made," citing its lack of narrative cohesion and overreliance on celebrity charm.

In contrast, Roger Ebert of the Chicago Sun-Times offered a more favorable view, awarding the film three out of four stars. He praised its wit, tone, and style, writing: "The movie is all about behavior, dialogue, star power and wiseass in-jokes. I really sort of liked it." Director Steven Soderbergh has since stated that Ocean’s Twelve is his personal favorite among the trilogy.

Accolades

Award	Date of the ceremony	Category	Recipients	Result	Ref.
Critics' Choice Movie Awards	10 January 2005	Best Acting Ensemble	Don Cheadle, George Clooney, Matt Damon, Andy García, Bernie Mac, Brad Pitt, Julia Roberts, and Catherine Zeta-Jones	Nominated
Costume Designers Guild	19 February 2005	Excellence in Contemporary Film	Milena Canonero	Nominated
NAACP Image Awards	19 March 2005	Outstanding Supporting Actor in a Motion Picture	Don Cheadle	Nominated
BET Awards	28 June 2005	Best Actor	Don Cheadle (also for Hotel Rwanda and After the Sunset)	Nominated

Soundtrack

Main article: Ocean's Twelve (soundtrack)

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.

Holmes' songs "Amsterdam" and "I Love Art...Really!" were released as singles and do not appear on the commercial soundtrack LP. "The Real Story" is different 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 album also lacks "Thé à la Menthe" performed by La Caution, used during the Night Fox "laser-dance" sequence, "Margaret" by Giuseppe De Luca, which plays as the group are escorted from the police station, and "El Capitalismo Foraneo" by Gotan Project, which plays as Lahiri cracks Matsui.

"Ascension to Virginity" was taken from the soundtrack of the 1968 movie Candy, where it likewise appeared in the epilogue.

All songs by David Holmes

1. "L'appuntamento" by Roberto Carlos, Erasmo Carlos and Bruno Lauzi, performed by Ornella Vanoni – 4:35
2. "$165 Million + Interest" (into) "The Round Up" – 5:43
3. "L.S.D. Partie" by Roland Vincent – 2:59
4. "Lifting the Building" – 2:34
5. "10:35 I Turn Off Camera 3" – 2:25
6. "Crepuscolo sul mare" by Piero Umiliani – 2:44
7. "What R We Stealing" – 3:21
8. "Faust 72" by Dynastie Crisis – 3:23
9. "Stealing the Stock" (into) "Le Renard de Nuit" – 4:53
10. "7/29/04 The Day Of" – 3:11
11. "Lazy [Album Version]" by Yellow Hammer – 4:30
12. "Explosive Corrosive Joseph" by John Schroeder – 2:33
13. "Yen on a Carousel" – 3:13
14. "The Real Story" – 2:55
15. "Ascension to Virginity" by Dave Grusin – 5:05
16. "Three 8 Bar Drum Loops" – 1:02 (hidden track)

Sequel

A sequel, Ocean's Thirteen, was released on June 8, 2007, with Steven Soderbergh returning as director. The film serves as the third installment in the Ocean’s franchise and the concluding chapter of the Ocean’s Trilogy. All principal male cast members reprised their roles, while new additions to the ensemble included Al Pacino and Ellen Barkin. Julia Roberts and Catherine Zeta-Jones did not return for the sequel.

External links

• Ocean's Twelve at IMDb
• Ocean's Twelve at Box Office Mojo