Ocean's Twelve

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Ocean's Twelve
Ocean's Twelve poster.jpg
Theatrical release poster
Directed bySteven Soderbergh
Screenplay byGeorge Nolfi
Based onCharacters
by George Clayton Johnson
Jack Golden Russell
Produced byJerry Weintraub
CinematographyPeter Andrews
Edited byStephen Mirrione
Music byDavid Holmes
Distributed byWarner Bros. Pictures
Release date
  • December 10, 2004 (2004-12-10)
Running time
125 minutes
CountryUnited States
Budget$110 million[1]
Box office$362 million[1]

Ocean's Twelve is a 2004 American heist comedy film directed by Steven Soderbergh. The second installment of the Ocean's franchise and the sequel to Ocean's Eleven (2001), the film stars an ensemble cast consisting of George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Andy García, Julia Roberts, Don Cheadle, and Bernie Mac.

The film was released in the United States on December 10, 2004, and received generally mixed reviews from critics. It was a financial success, grossing $362 million and becoming the tenth-highest-grossing film of 2004. It is followed by Ocean's Thirteen (2007).


Terry Benedict locates all eleven members of Danny Ocean's crew, demanding they return the $160 million they stole from his casinos plus $38 million interest. Short by half, the group schemes to stage another heist in Amsterdam to avoid problems with U.S. authorities. They are tipped off by an informant named Matsui about the location of the first stock certificate ever. After a complex series of schemes, they find the document has already been stolen by the "Night Fox", another master thief. Europol Detective Isabel Lahiri is called in to investigate the theft and realizes that she gave Rusty the idea of how to solve a complication of the heist with a description of a similar burglary earlier during their relationship. Surprising the group at their accommodation, she warns them they cannot beat the Night Fox or his mentor, the mysterious master-thief known as "LeMarc",[2] both of whom excel in practicing the "long-con" and steals Rusty's phone. She has been hunting both for years.

Danny and his gang discover the Night Fox is François Toulour, a wealthy French baron who has a villa on Lake Como. Danny goes to his villa and steals Toulour's paintings. He confronts Toulour, who reveals that he had exposed their identities to Benedict (breaking the code of silence among thieves) and hired Matsui to inform the crew about the certificate in order to arrange the meeting with Danny. Toulour is upset that LeMarc suggested Danny may be a better thief than him and challenges Danny to steal the Fabergé Imperial Coronation Egg. If Danny and his crew 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 Toulour gives the camera recordings from his villa to Lahiri and she deduces that they want to steal the egg through an intercepted phone call to Rusty. She then captures all of the crew except Linus, Tarr, Turk, and Saul. Linus comes up with a second plan involving Danny's wife, Tess, posing as a pregnant Julia Roberts in order to get close to the Egg and swap it. They are foiled by Lahiri and a coincidentally present Bruce Willis, and the rest of the group are captured. Lahiri is told that they are to be extradited to the U.S., while Linus is chosen first to be interrogated by the FBI agent assigned to collect them. It turns out that she is his mother, who organizes the release of the whole gang. She points out to Lahiri that she will face only retribution for forging a signature on a Europol form to obtain the necessary arrest warrants for Ocean's gang.

Some time later, Danny and Tess return to Toulour's estate where he reveals his glee at their failure. Toulour explains he stole the egg at night using his agility and dancing skills to evade its heavy security. Toulour's celebration is short-lived when Danny reveals that his group stole the real egg while it was in transit to the museum, and Toulour realizes they were 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. 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 as Toulour 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: LeMarc.


The Twelve[edit]



The script was reworked when Julia Roberts learned she was pregnant with twins.[3]

The film was shot in 2004 in Atlantic City, New Jersey, 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 three weeks in the Netherlands; scenes were filmed in the KattenKabinet, the Hotel Pulitzer, Haarlem railway station, and The Hague City Hall.[4] In Paris, scenes were shot at the Sorbonne, the Australian Embassy, and the Gare du Nord. Afterwards, filming moved to Italy. The Casino Monte Carlo and the Villa Erba also served as filming locations.[5]


On review aggregation website Rotten Tomatoes, the film holds an approval rating of 54% based on 184 reviews, and an average rating of 5.8/10. The website's critical 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."[6] On Metacritic, the film has a weighted average score of 58 out of 100, based on 39 critics, indicating "mixed or average reviews".[7] Audiences polled by CinemaScore gave the film an average grade of "B–" on an A+ to F scale.[8]

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."[9] 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."[10] 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."[11] Ocean's Twelve was rated by Entertainment Weekly as one of "The 25 Worst Sequels Ever Made".[12]

In a positive review for the Chicago Sun-Times, Roger Ebert gave the film three out of four stars and applauded its cleverness: "The movie takes inventory of its characters with the same droll wit it does everything else ... The movie is all about behavior, dialogue, star power and wiseass in-jokes. I really sort of liked it."[13] Steven Soderbergh has stated that it is his favorite of the then-three Ocean's films.[14]


Ocean's Twelve
Soundtrack album by
Various Artists
ReleasedDecember 7, 2004 (2004-12-07)
GenreElectronic music
Ambient music
Modern Rock
LabelWarner Bros.

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.[15] "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 1968 movie Candy, where it likewise appeared in the epilogue.

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 (hidden track)


A sequel, titled Ocean's Thirteen was released in 2007, also directed by Steven Soderbergh. It is the third installment in the Ocean's franchise, and the final film in the Ocean's Trilogy. All the male cast members reprised their roles, with Al Pacino and Ellen Barkin joining the cast, but neither Julia Roberts nor Catherine Zeta-Jones returned.


  1. ^ a b "Ocean's Twelve (2005)". The Numbers. Retrieved June 12, 2018.
  2. ^ "Spelling of "LeMarc" from the script" (PDF).
  3. ^ "OCEANS 12 - Production notes - Twelve Is The New Eleven". CinemaReview.com. Retrieved December 1, 2013.
  4. ^ "Ocean's Twelve at City Hall - filming location".
  5. ^ "OCEANS 12 - Production notes - About the production". CinemaReview.com. Retrieved December 1, 2013.
  6. ^ "Ocean's Twelve (2004)". Rotten Tomatoes. Fandango Media. Retrieved October 13, 2020.
  7. ^ "Ocean's Twelve Reviews". Metacritic. CBS Interactive. Retrieved March 13, 2018.
  8. ^ "Archived copy". Archived from the original on 2018-12-20. Retrieved 2018-12-18.CS1 maint: archived copy as title (link)
  9. ^ Stephen Hunter (December 10, 2004). "An Uneven 'Twelve'". The Washington Post. Retrieved May 20, 2010.
  10. ^ Ansen, David (2004-12-13), "Style Over Substance". Newsweek. 144 (24):63
  11. ^ Puig, Claudia (2004). "Forecast for 'Ocean's': Splashy and very cool"
  12. ^ "The worst movie sequels ever - # 16. Ocean's Twelve". Entertainment Weekly. Retrieved 2008-09-07.
  13. ^ Ebert, Roger (December 9, 2004). "Ocean's Twelve". Chicago Sun-Times. Retrieved September 4, 2018.
  14. ^ Nissim, Mayer (16 November 2009). "Steven Soderbergh defends 'Ocean's Twelve'". Digital Spy. Retrieved 10 June 2013.
  15. ^ "Amsterdam/I Love Art... Really! - David Holmes Songs, Reviews, Credits AllMusic". AllMusic. Retrieved 3 June 2020.

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