After successfully stealing 160 million from ruthless casino owner Terry Benedict(Andy Garcia), Danny Ocean(George Clooney) 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 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(Brad Pitt) decides to go to Amsterdam cause there's a guy there who can give them jobs. When they try to pull the job , 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(Catherine Zeta-Jones) investigates and upon seeing how they tried to do it leads her to their door. She and Rusty "know" each other. She chooses not to arrest them, but 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 any eye on them.