Ocean's Twelve poster
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Ocean's Twelve

2004125 minPG-13
Writer:George Nolfi
Cinematographer: Steven Soderbergh
Composer: David Holmes

Daniel Ocean recruits one more team member so he can pull off three major European heists in this sequel to Ocean's Eleven (2001).

Revenue$362.7M
Budget$110.0M
Profit
+252.7M
+230%

Despite a considerable budget of $110.0M, Ocean's Twelve became a solid performer, earning $362.7M worldwide—a 230% return.

Awards

4 wins & 10 nominations

Where to Watch
YouTubeFandango At HomeSpectrum On DemandAmazon VideoApple TVGoogle Play Movies

Plot Structure

Story beats plotted across runtime

Act ISetupAct IIConfrontationAct IIIResolutionWorldbuilding3Resistance5Premise8Opposition10Crisis12Synthesis14124679111315
Color Timeline
Color timeline
Sound Timeline
Sound timeline
Threshold
Section
Plot Point

Narrative Arc

Emotional journey through the story's key moments

+2-1-4
0m30m61m91m122m
Plot Point
Act Threshold
Emotional Arc

Story Circle

Blueprint 15-beat structure

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Characters

Cast & narrative archetypes

George Clooney

Danny Ocean

Hero
Trickster
George Clooney
Brad Pitt

Rusty Ryan

Ally
B-Story
Brad Pitt
Julia Roberts

Tess Ocean

Love Interest
Ally
Julia Roberts
Catherine Zeta-Jones

Isabel Lahiri

Threshold Guardian
Shapeshifter
Catherine Zeta-Jones
Matt Damon

Linus Caldwell

Ally
Matt Damon
Andy Garcia

Terry Benedict

Herald
Shadow
Andy Garcia
Vincent Cassel

Francois Toulour

Shadow
Contagonist
Vincent Cassel
Don Cheadle

Basher Tarr

Ally
Trickster
Don Cheadle
Elliott Gould

Reuben Tishkoff

Mentor
Elliott Gould
Carl Reiner

Saul Bloom

Ally
Carl Reiner
Bernie Mac

Frank Catton

Ally
Trickster
Bernie Mac
Casey Affleck

Virgil Malloy

Ally
Casey Affleck
Scott Caan

Turk Malloy

Ally
Scott Caan

Main Cast & Characters

Danny Ocean

Played by George Clooney

HeroTrickster

The suave mastermind leader of the crew who must pull off three heists in Europe to repay Terry Benedict.

Rusty Ryan

Played by Brad Pitt

AllyB-Story

Danny's right-hand man and co-strategist who balances the crew's logistics while navigating his complicated history with Isabel.

Tess Ocean

Played by Julia Roberts

Love InterestAlly

Danny's wife who gets reluctantly pulled into the crew's schemes, ultimately impersonating Julia Roberts to help with the heist.

Isabel Lahiri

Played by Catherine Zeta-Jones

Threshold GuardianShapeshifter

A skilled Europol detective and Rusty's ex-girlfriend who pursues the crew across Europe with personal and professional determination.

Linus Caldwell

Played by Matt Damon

Ally

The young pickpocket eager to prove himself and take on a bigger role, though his ambitions often exceed his experience.

Terry Benedict

Played by Andy Garcia

HeraldShadow

The vindictive casino owner seeking revenge and repayment for the Vegas heist, giving the crew an impossible deadline.

Francois Toulour

Played by Vincent Cassel

ShadowContagonist

The arrogant French master thief known as the Night Fox who challenges Danny to prove who is the world's greatest thief.

Basher Tarr

Played by Don Cheadle

AllyTrickster

The crew's demolitions expert whose Cockney wit and technical skills are essential to the heists.

Reuben Tishkoff

Played by Elliott Gould

Mentor

The wealthy financier and elder statesman of the group who bankrolls operations and provides wisdom.

Saul Bloom

Played by Carl Reiner

Ally

The veteran con artist and master of disguise who brings old-school grifting expertise to the crew.

Frank Catton

Played by Bernie Mac

AllyTrickster

A casino insider and crew member who provides support and camaraderie throughout the European adventure.

Virgil Malloy

Played by Casey Affleck

Ally

One half of the bickering Malloy brothers, a skilled mechanic and driver.

Turk Malloy

Played by Scott Caan

Ally

The other Malloy brother who constantly argues with Virgil but remains loyal to the crew.

Structural Analysis

The Status Quo at 1 minutes (1% through the runtime) establishes Danny and crew members living their post-heist lives, appearing reformed and legitimate. Rusty coaches celebrities, Danny reconnects with Tess in domestic bliss.. Of particular interest, this early placement immediately immerses viewers in the story world.

The inciting incident occurs at 14 minutes when Terry Benedict tracks down each crew member, demanding repayment of the $160 million they stole plus interest within two weeks, or face severe consequences. The old life crashes back.. At 11% through the film, this Disruption aligns precisely with traditional story structure. This beat shifts the emotional landscape, launching the protagonist into the central conflict.

The First Threshold at 31 minutes marks the transition into Act II, occurring at 25% of the runtime. This illustrates the protagonist's commitment to The crew actively chooses to go to Amsterdam and re-enter the criminal world, leaving their reformed lives behind. They cross into the European underworld, a new and unfamiliar territory for them., moving from reaction to action.

At 64 minutes, the Midpoint arrives at 51% of the runtime—precisely centered, creating perfect narrative symmetry. Structural examination shows that this crucial beat False defeat: The Amsterdam job fails spectacularly when they're caught by Isabel and Europol. The crew is arrested. Their plan to raise money collapses, and they're now in legal jeopardy in a foreign country. Stakes raised dramatically., fundamentally raising what's at risk. The emotional intensity shifts, dividing the narrative into clear before-and-after phases.

The Collapse moment at 93 minutes (75% through) represents the emotional nadir. Here, The crew's elaborate Rome heist appears to fail. Toulour reveals he already stole the real egg, humiliating them. They've lost the contest, can't pay Benedict, and face ruin. Their reputation and lives are destroyed., illustrates the protagonist at their lowest point. This beat's placement in the final quarter sets up the climactic reversal.

The Second Threshold at 100 minutes initiates the final act resolution at 80% of the runtime. The revelation/twist: Toulour was manipulated by Benedict to compete with Ocean. The real con is revealed - Tess (Julia Roberts playing Julia Roberts) stole the egg days earlier using her celebrity. Ocean played a deeper game all along., demonstrating the transformation achieved throughout the journey.

Emotional Journey

Ocean's Twelve's emotional architecture traces a deliberate progression across 15 carefully calibrated beats.

Narrative Framework

This structural analysis employs a 15-point narrative structure framework that maps key story moments. By mapping Ocean's Twelve against these established plot points, we can identify how Steven Soderbergh utilizes or subverts traditional narrative conventions. The plot point approach reveals not only adherence to structural principles but also creative choices that distinguish Ocean's Twelve within the crime genre.

Steven Soderbergh's Structural Approach

Among the 17 Steven Soderbergh films analyzed on Arcplot, the average structural score is 7.1, reflecting strong command of classical structure. Ocean's Twelve exemplifies the director's characteristic narrative technique. For comparative analysis, explore the complete Steven Soderbergh filmography.

Comparative Analysis

Additional crime films include The Bad Guys, Rustom and The Whole Ten Yards. For more Steven Soderbergh analyses, see Ocean's Thirteen, Contagion and Unsane.

Plot Points by Act

Act I

Setup
1

Status Quo

1 min0.8%+1 tone

Danny and crew members living their post-heist lives, appearing reformed and legitimate. Rusty coaches celebrities, Danny reconnects with Tess in domestic bliss.

2

Theme

6 min4.9%+1 tone

Rusty or another character hints at the challenge of staying legitimate when you're built for the con. The theme: can talented criminals truly reform, or is the game in their nature?

3

Worldbuilding

1 min0.8%+1 tone

Establishing the crew's scattered post-Ocean's 11 lives across America. Each member trying to go straight. The bonds remain but the lifestyle has changed. Introduction of their reformed world.

4

Disruption

14 min11.5%0 tone

Terry Benedict tracks down each crew member, demanding repayment of the $160 million they stole plus interest within two weeks, or face severe consequences. The old life crashes back.

5

Resistance

14 min11.5%0 tone

The crew debates their options and realizes they must pull jobs to raise the money. They can't work in the US (Benedict is watching), so they decide to head to Europe. Planning and reluctant acceptance of returning to crime.

Act II

Confrontation
6

First Threshold

31 min24.6%-1 tone

The crew actively chooses to go to Amsterdam and re-enter the criminal world, leaving their reformed lives behind. They cross into the European underworld, a new and unfamiliar territory for them.

7

Mirror World

37 min29.5%-1 tone

Introduction of François Toulour (Night Fox), the European master thief who represents what Danny could become - ego-driven and obsessed with reputation. Also deepening of Tess's role as moral compass and Isabel Lahiri as antagonist/love interest for Rusty.

8

Premise

31 min24.6%-1 tone

The crew navigates the European criminal underworld, attempting their first job in Amsterdam. The fun of the international heist film: exotic locations, culture clashes, and elaborate cons. Meeting Isabel Lahiri, Europol agent on their trail.

9

Midpoint

64 min50.8%-2 tone

False defeat: The Amsterdam job fails spectacularly when they're caught by Isabel and Europol. The crew is arrested. Their plan to raise money collapses, and they're now in legal jeopardy in a foreign country. Stakes raised dramatically.

10

Opposition

64 min50.8%-2 tone

Toulour challenges them to steal the Fabergé egg to prove who's the better thief. Crew plans an impossible heist while dodging Isabel. Rusty and Isabel's relationship complicates matters. Toulour seems steps ahead, and Benedict's deadline looms.

11

Collapse

93 min74.6%-3 tone

The crew's elaborate Rome heist appears to fail. Toulour reveals he already stole the real egg, humiliating them. They've lost the contest, can't pay Benedict, and face ruin. Their reputation and lives are destroyed.

12

Crisis

93 min74.6%-3 tone

The crew processes their defeat. Danny faces losing everything - his crew's respect, Tess, his freedom. The dark night where it seems impossible to recover from being outplayed by Toulour and outsmarted in their own game.

Act III

Resolution
13

Second Threshold

100 min80.3%-2 tone

The revelation/twist: Toulour was manipulated by Benedict to compete with Ocean. The real con is revealed - Tess (Julia Roberts playing Julia Roberts) stole the egg days earlier using her celebrity. Ocean played a deeper game all along.

14

Synthesis

100 min80.3%-2 tone

Final revelations unfold: How they actually pulled it off, Benedict gets his money, Toulour's ego is deflated, Isabel learns the truth. The crew outmaneuvered everyone by working the angles no one saw. Loose ends tied up across Europe.

15

Transformation

122 min97.5%-1 tone

The crew returns to their lives, but transformed. They proved they could beat Europe's best, settled their debt, and did it on their terms. Danny and Tess reunited. Unlike the opening, they now know they can walk away from the game because they mastered it.