After successfully stealing 160 million from ruthless casino owner Terry Benedict, Danny Ocean and his 10 cohorts think they're free and clear. But one day Terry Benedict pays each of them a visit but instead of doing something to them, he tells them they have 2 weeks. When they get together they deduce that Benedict wants them to pay him back what they took with interest. Knowing they can't do a job in the U.S. they decide to go to Europe. Danny's number 2 Rusty decides to go to Amsterdam cause there's a guy there who can give them jobs but Rusty doesn't tell them that he has another reason for wanting to go there. When they try to pull the job they were given, they discover that someone else has pulled the job. They deduce he was the one who told Benedict who they are. Later Europol operative Isabel Lahiri investigates and upon seeing how they tried to do it, shows up at their door. It seems she and Rusty "know" each other, and he's been following her. While she chooses not to arrest them, she warns them not to do anything. She also tells them who the man is who told Benedict. When they find him, they learn that he feels offended that his mentor who is a great thief thinks they're better than him so he challenges them to steal something and if they do he'll give them the money they need to pay Benedict. So the challenge begins but they also have to contend with Isabel who is keeping an eye on them.

Ocean's Twelve reintroduces Ocean and his perfectly trained team of con men. Dividing forces to hit Paris, Amsterdam, and Rome, the heist-meisters move beyond casinos to tackle new objectives, one of which involves stealing a famous painting.