Ocean's Twelve (2004): Cast, Plot, Ending and Where It Was Filmed

Ocean's Twelve begins when casino owner Terry Benedict tracks down Danny Ocean's crew and demands the money they stole in Ocean's Eleven, plus interest, within two weeks. That is a tight clock for a group scattered across the world, and none of them can easily raise that kind of cash.

So, the crew moves to Europe to pull new jobs. The first plans fall apart almost immediately, and a Europol detective named Isabel Lahiri, who has a past with Rusty Ryan, starts closing in on them.

There is also a second problem. A rival master thief known as the Night Fox is a step ahead of the crew, and the early heist in Amsterdam makes it clear that someone is working against them. The film is a direct sequel to Ocean's Eleven, so the first film is the best place to start before you watch this one.

In Ocean's Twelve, Danny Ocean's crew fails in Amsterdam, learns that rival thief François Toulour (the Night Fox) tipped off Terry Benedict, and wins a bet over a Fabergé egg that clears their debt.

Benedict gives the crew two weeks to repay what they stole, plus interest, and the group splits up to find a big score fast. Their early heist in Amsterdam goes wrong, and it becomes clear that someone tipped Benedict off. That someone is the Night Fox, a showy French thief who is really the baron François Toulour. He wants to prove he is the better thief, so he bets Danny that he can reach a famous Fabergé egg first. If Danny wins, Toulour will pay the crew's debt.

Meanwhile, Isabel Lahiri of Europol keeps chasing both the crew and the Night Fox. Tess Ocean joins in and poses as the actress Julia Roberts as part of the plan. The scheme is interrupted and most of the crew ends up in custody. Linus Caldwell's mother, an FBI agent, helps get them freed.

Danny then shows that the crew had already swapped the real egg earlier, with help from Toulour's own mentor, Gaspar LeMarc. Toulour has to admit defeat and pays Benedict. Reuben Tishkoff returns the money and promises Benedict there will be no more jobs against his casinos. Isabel learns that LeMarc is her father.

Ocean's Twelve held its world premiere on December 8, 2004 at Grauman's Chinese Theatre in Hollywood, Los Angeles, according to a Warner Bros. press release. Ocean's Twelve opened in Australia on December 9, 2004, in the US on December 10, 2004 and in the UK on February 4, 2005, according to Box Office Mojo.

The film opened with $39.2 million in the US and Canada, and finished with $125.5 million domestic and $237.2 million internationally, for $362.7 million worldwide. The budget was $110 million.

So, was it a hit? On those numbers, the worldwide gross is more than three times the budget, although studio marketing costs are not part of the public figures. More grosses for the whole saga are on the Ocean's franchise box office page.

Danny Ocean wins the bet in Ocean's Twelve because his crew had already swapped the real Fabergé egg, with inside help from Gaspar LeMarc, before François Toulour made his attempt.

LeMarc is Toulour's own mentor, and he wanted to humble his protégé. That detail changes how the whole film reads. Toulour believes he is racing the crew to a prize, but the prize was already gone, so his elaborate approach was a performance for an empty case.

The Night Fox stays ahead of the crew for most of the film for a concrete reason: after the failed Amsterdam heist, it is clear he is the one who tipped off Terry Benedict, and he then bets Danny that he can reach the egg first. That lead explains why the early jobs collapse, and it also explains why the crew can look outmatched while holding the winning card. Our take: this is the cleverest part of the structure, because the crew appears to be one step behind the Night Fox while the real swap has already happened (the suggestion is that the crew let him believe he was ahead).

The consequences are neat. Toulour loses the bet and pays the debt, so Benedict is repaid. Reuben Tishkoff delivers the money and swears off further heists against Benedict's casinos. Isabel Lahiri discovers that her father is LeMarc, which ties the detective subplot to the thief subplot.

Two other plot turns feed the finish. Tess Ocean poses as the actress Julia Roberts, a twist that exists because Roberts' pregnancy with twins was reported on June 1, 2004, just as she was about to start work, and the script was reworked around it, as CBS News reported at the time. And when the scheme is interrupted and most of the crew is in custody, it is Linus Caldwell's mother, an FBI agent, who gets them freed, so the rescue comes from inside the family circle rather than from a last gadget.

Compared with the rest of the series, the payoff is built differently. Ocean's Eleven is the setup that creates Benedict's grievance, and this sequel turns that grievance into a deadline and then into a wager between two thieves. Our take: the film is loose and playful, and viewers who want a tight procedural may prefer Ocean's Thirteen.

Ocean's Twelve takes place across Europe, and it was filmed on location in Italy, France, the Netherlands and Monaco, plus the United States. The story visits Amsterdam for the first failed heist, and the shoot spread much wider than that.

The filming locations were:

• Rome, Italy.
• Paris, France, including the Sorbonne, the Australian Embassy and Gare du Nord.
• Amsterdam, The Hague and Haarlem in the Netherlands.
• Lake Como, Italy, at Villa Erba in Cernobbio.
• Monte Carlo, Monaco, at the casino.
• Castellammare del Golfo, Sicily, Italy.
• Las Vegas, Atlantic City, St. Petersburg and Chicago in the United States.

The shoot ran across five countries, from the Netherlands to Sicily and from Monaco to Chicago. Screen Daily's production coverage lists Rome, Paris and Amsterdam as the European shooting base, which matches a story that follows the crew as they scatter from one city to the next after Benedict's ultimatum.

The best known piece of Ocean's Twelve trivia is that the script changed because of a real pregnancy. Julia Roberts' pregnancy with twins was reported on June 1, 2004, just as she was about to start work, and the script was reworked so that Tess impersonates a pregnant Julia Roberts.

• Isabel Lahiri has a past with Rusty Ryan before the story begins.
• Shaobo Qin plays The Amazing Yen and is billed fifteenth.
• Ocean's Twelve is the third film in release order, after the 1960 original and Ocean's Eleven, and the fourth film is Ocean's Thirteen.

The film has no post credit scene, so there is no need to wait through the credits. The series has since added the spin-off Ocean's Eight. For where the saga sits overall, see the Ocean's franchise timeline and Ocean's movies in order.