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Ocean's Twelve is a 2004 comedy heist film that takes place after the events of Ocean's Eleven (2001), which was a remake of the 1960 film of the same name. Like its predecessor, the film used a celebrity ensemble cast. The film was released in the United States on December 10, 2004. The sequel, Ocean's Thirteen, was released on June 8, 2007 in the United States.


Terry Benedict (Andy Garcia) rounds up the eleven members of Danny Ocean's (George Clooney) gang, and threatens them in order to force them to pay back the $160 million that they stole from his Vegasmarker casino from their previous heist, along with $38 million in interest, within two weeks. Collectively, the group is short by nearly half, and are forced to stage another heist to collect the funds. The group opts for a European target as they are too well recognized in the United States. For their first target, recommended by an informant named Matsui (Robbie Coltrane) the team goes after the world's oldest stock certificate issued by the Dutch East India Company in 1602, being kept in a private home in Amsterdammarker; the value would not be enough to settle the debt but sufficient to extend their deadline. While the group is able to breach the security of the house, including physically lifting the house to gain the correct line of sight to deactivate the security codes, they find they have been beaten by another master thief, François Toulour, also known as "The Night Fox" (Vincent Cassel). Toulour invites Danny to his home, and reveals that it was he that tipped off Terry on Danny's casino heist, due to being upset that his mentor Gaspar LeMarc (Albert Finney) has believed Danny was the world's best thief. Toulour challenges Danny to see who could first steal the Coronation Egg within the week, offering to pay off Terry's debt if Danny should win.

As Danny's group prepares to steal the Egg during its exhibition at a museum, Europol detective Agent Isabel Lahiri (Catherine Zeta-Jones), who has long been on the trail of LeMarc and Toulour, discovers the theft of the stock certificate. She manages to connect the theft to Danny's group due to her previous relationship with Rusty (Brad Pitt) and begins to track them. As such, many of the group are captured in their first attempt to steal the Egg, leaving only Linus Caldwell (Matt Damon), "Basher" Tarr (Don Cheadle), and Turk Malloy (Scott Caan) free. Linus comes up with a second plan, in which Danny's wife Tess (Julia Roberts) is to pose as a pregnant Julia Roberts as to allow them to get close to the Egg, but the group is inadvertently foiled by the appearance of Bruce Willis (playing himself) who recognizes Tess is not the real Julia Roberts. While Lahiri prepares her case against Danny's team, they are extradited by Linus's mother Mrs. Caldwell (Cherry Jones) posing as a U.S. official.

Danny and Tess return to Toulour's estate at Lake Comomarker in Italymarker, where he reveals his glee at their fate and that he had stolen the Egg at night using his agility to sneak past the laser sensors. Danny informs Toulour that he still lost the bet. Danny explains that when they arrived in Europe, they were contacted by LeMarc and told of the plans to transport the Egg from Paris to Rome by way of a non-descript carrier while a show of an official convoy was made. Danny's team was able to switch the courier's backpack during transit with an identical looking one carrying an imitation of the Egg without notice, thus stealing the Egg before it even went on display. Toulour is forced to admit his defeat and pays the debt owed to Terry.

LeMarc reveals in a meeting with Danny and Rusty that he had been playing a long con. LeMarc wanted to humiliate Toulour by taunting him into the bet with Danny, as well as to regain possession of the Egg that he had stolen himself long ago, only relinquishing it due to his wife's nagging. But more importantly, LeMarc wanted to be reunited with his daughter, revealed to be Lahiri, which could only be done after Danny's crew were extradited. With Rusty's help, Lahiri is flown in to an emotional meeting with her father. The group pays the money back to Terry, though under watch by Toulour, and then enjoy a private poker session, with Lahiri rejoining with Rusty.


The sequel was based on a spec script by George Nolfi called Honor Among Thieves that was originally intended to be directed by John Woo. The filming of Ocean's Twelve took place at many locations worldwide. United States film cities include Beverly Hills, Californiamarker, Lake Forest, Illinoismarker, Lincolnwood, Illinoismarker, Winnetka, Illinoismarker, and Los Angeles, Californiamarker. In Europe, the crew filmed in Amsterdammarker, Haarlemmarker, The Haguemarker, Paris, Monte Carlomarker, Lake Comomarker, Rome, and Castellammare del Golfomarker.

Running gags/Continuity

The film is replete with running gags culled from the first film, with several unique to particular characters. For example, despite the fact that Yen only speaks Mandarin, the characters seem to have little trouble understanding him, and vice versa. In addition, the only English words Yen speaks are curse words. Another gag relates to Pitt's character, Rusty; he is seen eating some sort of food, usually of fast-food quality, in nearly all of his non-stunt scenes. His tattoos are subject matter (most notably the one on his left arm) as he states that he talked to a doctor about getting his tattoo removed "but due to the location, he advised against it." In both films, whenever Danny Ocean winds up in prison he is wearing a tuxedo, meaning it is what he is also wearing whenever he is released. In one of those instances, Rusty joked to Danny, "I hope you were the groom." Bernie Mac's character, Frank, likes to have both manicures and pedicures; this predictability aids in his arrest.

Another notable occurrence is the loss of Yen when the bag he is crammed into is lost at the airport. This reflects the scene in Ocean's Eleven when he was placed in a coin safe in the Bellagiomarker's vault and locked in.

Jerry Weintraub made a small cameo as a high roller in Ocean's Eleven, and proceeded to make a silent, unrelated cameo in Twelve, as the annoying business man who brags about Danny to LeMarc. He also appears in Ocean's Thirteen.


Linus, Matt Damon's character, quotes the lyrics to the classic Led Zeppelin song "Kashmir" in a scene with Danny, Rusty, and a theft organizer named Matsui (Robbie Coltrane). The other three men say seemingly nonsensical phrases; Linus, not knowing what to say on his turn, quotes the song, saying, "Oh let the sun beat down upon my face, stars to fill my dreams, I am a traveler of both time and space, to be where I have been." Later, Rusty and Danny tell him that what he said would mean, in code, that Linus had called Matsui's seven-year-old niece, who was confined to bed with a sickness that Pitt would not mention, a (very cheap) whore. Later, however, it is revealed that this was just the other characters having fun at Linus's expense (a "Lost in Translation").

This film introduces a series of oddly named cons, including the "Smuggler's Paradise," "Swinging Priest," "Crazy Larry," "Soft Shoulder," "Baker's Dozen," and "Hell in a Handbasket," none of which is described in detail, although all of them require more than three people. Additionally, the "Baker's Dozen" scheme requires a woman and "Hell in a Handbasket" requires a trained cat. In the end, they decide to use a "Lookie-Loo with a Bundle of Joy." As the viewer comes to learn, in this con they use Tess (Julia Roberts) to get close to the egg, then use her pregnancy (referencing Roberts' real-life pregnancy, or "bundle of joy") as an excuse to leave quickly. When Mrs. Caldwell is transporting Linus away from the prison, she tells him that he and the rest of the group were all "conned" with a "Lost in Translation" from one of Toulour's henchmen.

During Bruce Willis's scenes, he is constantly told, "That moment where she doesn't talk to you at the restaurant? I knew." In response, Bruce later states to Tess, "If everyone's so freaking smart, how come the movie made $675 million worldwide?" This is in reference to The Sixth Sense.

Topher Grace also makes a second appearance in which he destroys one of Rusty's hotel rooms. Grace states that he regrets the choices he's made by saying: "I quit the show, and totally phoned in that Dennis Quaid movie" referring to That '70s Show and In Good Company respectively.

When Rusty sees Isabel in the graveyard for a funeral, it refers to The Third Man with Joseph Cotten.

The group's first target, van der Woude, is named after Basti van der Woude, the second assistant director for all three of the modern Ocean's films.


Ocean's Twelve

  1. George Clooney as Danny Ocean
  2. Brad Pitt as Rusty Ryan
  3. Bernie Mac as Frank Catton
  4. Elliott Gould as Reuben Tishkoff
  5. Casey Affleck as Virgil Malloy
  6. Scott Caan as Turk Malloy
  7. Eddie Jemison as Livingston Dell
  8. Don Cheadle as Basher Tarr
  9. Shaobo Qin as "The Amazing" Yen
  10. Carl Reiner as Saul Bloom
  11. Matt Damon as Linus Caldwell
  12. Julia Roberts as Tess Ocean/Herself (credited as "and featuring Tess Ocean as Julia Roberts")



In spite of extremely high box office expectations and a promising opening weekend, Ocean's Twelve did not fare as well as Ocean's Eleven, although by film industry standards it was still a financial success. By comparison with its predecessor, Ocean's Twelve grossed about $125 million in the United States and $351,331,634 after its worldwide theatrical run, while Ocean's Eleven made about $184 million domestically and grossed $444,200,000 worldwide in its entire box office run.

The movie received tepid reviews overall, receiving a rating of 58% at Metacritic. 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 for us, which we have taken on good faith, it suddenly and arbitrarily delivers narrative events which completely invalidate events." Many viewers and critics also felt the movie was a thinly veiled excuse for several A-list actors (including Clooney, Pitt and Damon) to work on a project together. 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 mercifully, 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 "The 25 Worst Sequels Ever Made".

Despite its poor critical response, the film won a BMI Film Music Award, received by composer David Holmes. The film was nominated for several other festival awards.


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 Giuseppe 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 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" 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

Total Duration: 54:04


  1. Ansen, David (2004-12-13), "Style Over Substance". Newsweek. 144 (24):63
  2. Puig, Claudia (2004). "Forecast for 'Ocean's': Splashy and very cool"
  3. Ebert, Roger (2004). "Ocean's Twelve" Retrieved August 3, 2007.

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