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Ocean's Twelve
Directed by	Steven Soderbergh
Produced by	Jerry Weintraub
Written by	George Nolfi
Starring	George Clooney Brad Pitt Matt Damon Catherine Zeta-Jones Andy Garcia Don Cheadle Bernie Mac Julia Roberts
Music by	David Holmes
Distributed by	Warner Bros.
Release date(s)	December 10, 2004
Running time	125 min.
Language	English
Budget	$85 - $110 million
Preceded by	Ocean's Eleven
Followed by	Ocean's Thirteen
Official website
All Movie Guide profile
IMDb profile

Ocean's Twelve is a 2004 film that takes place after the events of the 2001 movie Ocean's Eleven. Like its predecessor, the film is directed by Steven Soderbergh and stars an ensemble cast. The film was released in the United States on December 10, 2004.

The film is rated PG-13 in the U.S., 12A in the United Kingdom, M in Australia and PG in Canada. As with the first film, there is no sex, violence (with the exception of one explosion) or strong subject matter and it was the inclusion of a few choice sexual swear words uttered in a non-sexual context that upped the film to a more commercial rating.^{[citation needed]} A sequel, Ocean's Thirteen, was released on June 8, 2007 in the United States and in several countries in the Middle East on June 6, 2007.

Contents 1 Production 2 Plot summary 2.1 Running gags 2.2 Allusions 3 Cast 4 Promotion 4.1 Posters 5 Reception 6 Soundtrack 7 References 8 External links

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, California, Lake Forest, Illinois, Lincolnwood, Illinois, Winnetka, Illinois, and Los Angeles, California. In Europe, the crew filmed in Amsterdam, Haarlem, The Hague, Paris, Monte Carlo, Lake Como, Rome, and Castellamare del Golfo.

At the opening of Ocean's Twelve, the eleven members of Ocean's Eleven are living their lives separately off the fortunes of their Vegas casino heist in the first film. Terry Benedict (Garcia), the owner of the three casinos, confronts each member of the team in turn, demanding the team return his money, with interest. Benedict gives the team two weeks to come up with the money, which amounts to the original $160 million plus $38 million interest for a total of $198 million. The Ocean's Eleven members don't have enough and are short $97 million which they must get in 14 days or they are "dead men."

Ocean and the team decide to stage another heist to pay off the debt. Being too "hot" to work in the United States, they pick a European target: the world's oldest stock certificate, which was issued by the Dutch East India Company in 1602, and is kept in Amsterdam. Ocean's Eleven manage to breach the security around the certificate, in part by raising a building to achieve line-of-sight. But a rival thief, the "Night Fox" (Cassel), beats them to the document and leaves a message for them.

The Night Fox is a notorious European thief who was trained by the legendary retired thief Gaspar LeMarc (Finney), and believes himself to be the world's greatest thief. As it turns out, he is the one who revealed the identities of the Eleven to Benedict. The Fox is incensed that his mentor, LeMarc, failed to correct a businessman who claimed that Ocean was the best thief in the world after hearing of the elaborate complexities of the Ocean's Eleven 'Bellagio job'. The Fox breaks "rule number one" (revealing another thief's identity) in order to lure the team to Europe, where he can propose a challenge, since going after the same object is the only way to tell who is the best thief. Both Ocean's Eleven and the Night Fox will attempt to steal the famous Coronation Egg within a week; the first to succeed will be declared the better thief. If Ocean's team wins, the Fox will pay off the team's debt to Benedict. With no other options, Ocean accepts the challenge.

Meanwhile, a Europol detective, Agent Isabel Lahiri (Zeta-Jones), with a romantic link to Rusty, hears of the increased theft activity in Amsterdam. She forges her superior's signature on a request form in order to procure enough resources to track down the Eleven. Eventually all eleven members are captured, but are released when Linus's mother, masquerading as a U.S. official, manages their extradition.

Later, Danny meets The Night Fox at Lake Como in Italy (which incidentally is by a town Bellagio). At the Fox's home, Fox delights in explaining how he was able to steal the egg. Ocean then reveals the truth: the contest was over before it began, and the egg that Fox stole was a fake. Ocean and associate Rusty Ryan (Pitt) had previously visited LeMarc and learned the location of the real egg. The team go through the motions of a museum heist to throw off the Fox's surveillance. The Fox is crestfallen, and Ocean gets the money that the Night Fox had given to LeMarc to hold in confidence when the competition was first proposed.

It is not until the end that the viewers realize that LeMarc was actually the mastermind behind the entire operation. By deliberately making the Night Fox feel inferior to Ocean's Eleven, he manipulates the Night Fox so that he enters into a competition with Ocean's Eleven. This is "the solution to all our problems" that he alludes to in the meeting with Daniel and Rusty. The Night Fox is the mark, and Ocean's team are essentially the pawns of LeMarc. Their task is to simply acquire the egg, and then get caught. This convinces the Night Fox that he has won, although the contest is just misdirection. Another goal of LeMarc is to be re-united with his daughter, Agent Lahiri, who had thought her father had died over a decade previously.

The result of the entire adventure is that Ocean's Eleven is now in the clear with Terry Benedict, the extraordinarily talented Night Fox is disgraced (both in fortune and in reputation), and LeMarc is reunited both with his daughter and with the Fabergé egg he had stolen years earlier (his wife made him put it back). This illustrates the artistry of LeMarc, and why he is regarded so highly amongst those who perform the long con. This is the reason LeMarc is so apologetic to Danny and Rusty, and he claims "I'm still getting the better of you" at the end of their meeting. You can see the Night Fox in the background of this conversation disguised as one of Terry Benedict's gardeners implying that the Night Fox plans to rob Terry Benedict in order to prove himself once again.

The film in also replete with running gags culled from the first film. Several are 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 — even characters outside of the gang, such as Benedict. 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. In both films, whenever Daniel Ocean winds up in prison he is wearing a tuxedo, meaning it is what he is also wearing whenever he is released. Bernie Mac's character, Frank, likes to have both manicures and pedicures; this predictability aids in his arrest.

Like the first film's use of a series of oddly named cons, this film mentions the "Smuggler's Paradise", "Swinging Priest", "Crazy Larry", "Soft Shoulder", "Baker's Dozen" and "Hell in a Handbasket". None of which are 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 (who "looks like" 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.

Matt Damon's character quotes the lyrics to the classic Led Zeppelin song "Kashmir" in a scene with George Clooney, Brad Pitt, and Robbie Coltrane. The other three men say seemingly nonsensical phrases, and Matt Damon doesn't know what to say on his turn, so he quotes the song, saying, "Oh let the sun beat down upon my face, stars to fill my dreams, I am a traveler in both time and space, to be where I have been." Later, Brad Pitt and George Clooney tell him that what he said would mean, in code, that Damon had called Coltrane's 7 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")

The real Coronation Egg by Peter Carl Fabergé was made in 1897 and is kept in the Hermitage Museum in St. Petersburg, Russia. It was bought in 1979 for $2.2 million by the Forbes Magazine Collection and was on display in New York — along with eight other eggs and 180 miscellaneous articles by Carl Fabergé — for 25 years. On February 4, 2004, Russian oil tycoon Viktor Vekselberg bought the whole collection back for Russia for about $90 million. The 1897 egg was valued at between $18 and $24 million. The replica seen in the film was made by the jewelers Vivian Alexander and is worth over $4,000.

Ocean and the Twelve

• George Clooney as Daniel "Danny" Ocean
• Brad Pitt as Robert "Rusty" Ryan
• Matt Damon as Linus Caldwell
• Julia Roberts as Tess Ocean and herself (on the phone, unseen)
• Don Cheadle as Basher Tarr
• Bernie Mac as Frank Catton
• Casey Affleck as Virgil Malloy
• Scott Caan as Turk Malloy
• Shaobo Qin as "The Amazing" Yen
• Carl Reiner as Saul Bloom
• Eddie Jemison as Livingston Dell
• Elliott Gould as Reuben Tishkoff

Others

• Vincent Cassel as François "The Nightfox" Toulour
• Albert Finney as Gaspar LeMarc (uncredited)
• Catherine Zeta-Jones as Europol detective Isabel Lahiri
• Andy Garcia as Terry Benedict
• Eddie Izzard as Roman Nagel
• Bruce Willis as Himself
• Jeroen Krabbé as Van der Woude
• Cherry Jones as Molly Star/Mrs. Caldwell
• Robbie Coltrane as Matsui
• Topher Grace as Himself

Please help improve this section by expanding it. Further information might be found on the talk page or at requests for expansion. (August 2007)

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 movie 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.com. 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."^[1] Eli Roth attacked the film, stating, "Ocean's Twelve was fucking terrible. I feel like the whole point of that movie was to pay for Clooney's villa in Tuscany. The only heist in Ocean's Twelve was them taking our money."^[2] 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."^[3] 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."^[4] 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."^[5]

Despite its poor reception, the film won a BMI Film Music Award with the recipient going to David Holmes. The film was nominated for several other festival awards.

Ocean's 12
Soundtrack by Various Artists
Released	December 7, 2004
Genre	Electronic Dance Techno Modern Rock
Label	Warner 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. 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. 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.

All songs by David Holmes, unless otherwise noted

1. "L'Appuntamento" Roberto Carlos 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. "Untitled" – 1:02

Total Duration: 54:04

• Official Site
• Ocean's Twelve (2004) at the Internet Movie Database
• Ocean's Twelve at Rotten Tomatoes
• Ocean's Twelve Script (early draft)
• 1897 Imperial Coronation Egg by Carl Faberge
• the world's oldest stock certificate (VOC)

Preceded by National Treasure

Box office number-one films of 2004 (USA) December 12, 2004

Succeeded by Lemony Snicket's A Series of Unfortunate Events

v • d • e Films by Steven Soderbergh

sex, lies, and videotape (1989) • Kafka (1991) • King of the Hill (1993) • Underneath (1995) • Gray's Anatomy (1996) • Schizopolis (1996) • Out of Sight (1998) • The Limey (1999) • Erin Brockovich (2000) • Traffic (2000) • Ocean's Eleven (2001) • Full Frontal (2002) • Solaris (2002) • Eros (Equilibrium) (2004) • Ocean's Twelve (2004) • Bubble (2006) • The Good German (2006) • Ocean's Thirteen (2007) • Guerrilla (2008)