WEB LINKS » Critics.com - ★★★ » Official Site » IMDb Listing

George Clooney, Matt Damon, Brad Pitt, Don Cheadle, Carl Reiner, Elliott Gould, Scott Caan, Bernie Mac, Casey Affleck, Shaobo Qin, Julia Roberts and Catherine-Zeta Jones all reprise their roles from "Ocean's Eleven." This time around, the crew is given two weeks to live when the casino owner they robbed in the previous installment comes looking for his money, plus interest. They decide their only recourse is to commit another high-paying robbery, and while trying to find a target, another master thief (Vincent Cassel) challenges them to a steal-off contest. Also with Andy Garcia, Scott Caan, Peter Fonda, Robbie Coltrane, Eddie Izzard, Bruce Willis and Albert Finney. Directed by Steven Soderbergh. [2:05]

SEX/NUDITY 3 - A man and a woman kiss while in bed; she wears a low-cut nightgown that reveals cleavage and bare shoulders. A man and a woman kiss in several scenes, and a man kisses a woman's hand. Two women in a jail cell ogle another woman as she enters the cell (the two women are dressed in short shorts and low-cut tops that reveal cleavage, bare abdomens and bare thighs). A bare-chested man with pajama pants on leaves a bedroom where a woman sleeps. We see many nude statues of men revealing bare buttocks and genitals. A woman wears a low-cut, short top that reveals cleavage and bare abdomen to the belly button. A woman wears a low-cut top that reveals cleavage. A man and a woman flirt in a few scenes.

VIOLENCE/GORE 4 - A car explodes in a parking lot as a man walks toward it, and it is thrown into the air in flames and crashes down onto a neighboring car (the man is uninjured). A man threatens to kill several men. A woman pulls a gun on a man who is in her house when she returns. Two men scuffle briefly, and several others join in with pushing and shoving. A man with a cane pokes and shoves two other men. A man acts threateningly toward a woman when he asks about her husband's whereabouts (he taps her on the shoulder with his cane). A woman talks about the horrible conditions of a jail (as a ploy to make a man give evidence). Several people are arrested, they are held by the arms, they struggle and are handcuffed. We see grieving people gathered at a funeral and find out later that a woman's mother has died. A man talks about his mother having killed his uncle with a tea cozy. A man jumps out of a window (not terribly high off the ground, and he is presumably uninjured). A man is chased by the police and runs into a few people. A man watches a woman for an extended period of time (he appears to be following her and spying on her).

PROFANITY 5 - 15 F-words (14 bleeped by a buzzing sound), 2 sexual references, 4 scatological terms, 7 mild obscenities, 3 derogatory terms for the mentally handicapped, 10 religious exclamations. [profanity glossary]

DISCUSSION TOPICS - Competition, jealousy, commitment, honor, racism, love, robbery, leadership, agoraphobia, morality, master thieves, mental illness, gambling, oblivion, celebrity.

MESSAGE - Working together as a team can be the key to winning anything.

(Note: People are shown drinking alcohol and smoking cigarettes and cigars.)

Special Keywords: S3 - V4 - P5 - MPAAPG-13