FILM · 2001 · USA
Ocean's Eleven
- Directed by
- Steven Soderbergh
- Runtime
- 116 min
- Studio
- Warner Bros. Pictures, Village Roadshow Pictures, NPV Entertainment
132 archived facts 6 topics 1 source Last reviewed Nov 2026
Less than 24 hours into his parole, charismatic thief Danny Ocean is already rolling out his next plan: In one night, Danny's hand-picked crew of specialists will attempt to steal more than $150 million from three Las Vegas casinos. But to score the cash, Danny risks his chances of reconciling with ex-wife, Tess.
132 Interesting Facts About Ocean's Eleven
Interesting Facts (59)
- #001
The Bellagio let the crew into its security system, so the casino surveillance footage in the film is the real thing.
- #002
The whole cast took less than their usual fees to keep the budget down.
- #003
Contains a major spoiler — show
Rusty is eating something in nearly every scene. According to Brad Pitt, the crew, and his character above all, were so busy they hardly ever had time to eat, so it was decided Rusty would always be eating. Pitt first floated the idea after working all day without a lunch break and going hungry, figuring it would make a good character trait for Rusty Ryan. It pays off in a joke at the end, when Rusty has heartburn and throws his food away.
- #004
Andy Garcia said shooting a serious scene with Carl Reiner was hard because Reiner is so funny.
- #005
Steven Soderbergh wanted the cast to hang out on set to make sure the chemistry was there. Between takes, the actors often gathered around Carl Reiner to hear his stories.
- #006
Despite his sizable role, Don Cheadle is missing from the opening titles because of a billing dispute: he wanted to be billed high, alongside George Clooney, Matt Damon and Brad Pitt. When that was refused, he chose to leave his name out of the opening titles. Cheadle was billed above the title on Ocean's Twelve (2004) and Ocean's Thirteen (2007).
- #007
Steven Soderbergh saw the film as a chance to give audiences "pleasure from beginning to end": "a movie that you just surrender to, without embarrassment and without regret."
- #008
Don Cheadle owned up to his Cockney accent not being great; his manager vetoed his plan to change it for the sequels.
- #009
According to Matt Damon, the fountain scene was the last thing they filmed, and it felt "oddly emotional."
- #010
Much of the film was shot in Las Vegas, where producer Jerry Weintraub had plenty of connections and got the filmmakers into the casinos. George Clooney called him the "Pope of Vegas."
- #011
An estimated 25-30% of the Bellagio casino was given over to the production at any one time.
- #012
George Clooney and the other actors played pranks on Julia Roberts: on days she wasn't needed on set until noon, they would sometimes book her a 5 a.m. wake-up call.
- #013
Steven Soderbergh didn't want any character seriously hurt: "It's probably the least threatening film I've ever made… That was conscious on my part."
- #014
Contains a major spoiler — show
Rusty's doctor-disguise wig was the one Mike Myers rehearsed in for Austin Powers: International Man of Mystery (1997).
- #015
The trailer includes a moment in which Danny asks the parole board members how much they make a year. It was cut from the film after the director spoke with some real parole board members, who all agreed that a candidate who said that would be denied parole.
- #016
Shaobo Qin spoke little English and had an interpreter on set to tell him what to do.
- #017
Screenwriter Ted Griffin based Virgil and Turk's squabbles on the fights he had with his own brother as a kid.
- #018
For the duration of the shoot the Bellagio closed its valet parking, leaving even high rollers to park in the garage.
- #019
"You want me to get on the table and dance?" was one of several lines Bernie Mac came up with on the spot.
- #020
Steven Soderbergh used a 45-degree shutter for the flashback scenes. It exposes each frame to light for a shorter time than normal and gives the footage a more jittery feel.
- #021
Director Steven Soderbergh first wanted to shoot the film in black and white. Warner Brothers said he could only if he cut the shooting costs drastically, so Soderbergh changed his mind.
- #022
American actor Don Cheadle used a Cockney (English) accent as Basher Tarr. Critics took him to task for it, and Cheadle admitted it wasn't very good. In the next two "Ocean's" films, Basher talks to Tess (Julia Roberts) about the importance of a good fake accent and is eventually seen reading a book on speech and diction, later using it to "pull off" a convincing American accent.
- #023
Contains a major spoiler — show
When the heist begins, with Saul/Lyman Zerga (Carl Reiner) stepping forward to take the delivery from the couriers and Lyman being handcuffed, there is some Russian banter, and one clearly audible phrase is "Ya vas lyublyu." Early in The Great Escape (1963), Danny (Charles Bronson) and Sedgwick (James Coburn) try to slip out secretly with the Russian work detail, and Sedgwick asks Danny if he knows any Russian. Danny knows one phrase: "Ya vas lyublyu," Russian for "I love you."
- #024
Contains a major spoiler — show
For the scene of the crew watching the Bellagio fountains, the lake where the fountains play was actually drained on one side and a rail was built there, so each person would have somewhere to walk instead of turning and walking straight into the street.
- #025
Two weeks was all it took Julia Roberts to film every one of her scenes.
- #026
Contains a major spoiler — show
When Rusty runs his poker lesson, he finds Danny talking to his students, and we hear Danny tell them that moving from television to film is hard. George Clooney had made exactly that move himself after leaving ER (1994).
- #027
Contains a major spoiler — show
Near the end, as Andy Garcia realizes the police officer on his screen is only a video, he radios his men and one of his bodyguards reports back: "What happened to all that money?" That voice is the one heard in the original version.
- #028
Contains a major spoiler — show
After the casino employee takes the cart with Yen inside from the Malloy brothers and gets into the elevator to the vault, he swipes his card, and the name on the digital readout is "Coyle, Joseph." Joey Coyle was a Philadelphia longshoreman who became internationally famous when he found $1.2 million in unmarked bills that had fallen out of an armored truck. The money came from an Atlantic City casino, so Coyle had accidentally robbed a casino.
- #029
Casey Affleck and Scott Caan improvised some of their lines.
- #030
One of the tailors fitting Saul Bloom's suit is played by the film's own costume designer.
- #031
The elevator shaft is a visual effect; in reality the actors hung just a few meters above the floor.
- #032
Empire magazine's "500 Greatest Movies Of All Time" list (September 2008) put it at number 500.
- #033
The scene in which Brad Pitt teaches Joshua Jackson and Topher Grace to play poker was recreated for Taco Bell's "Rules of The Table" and "King of Clubs" commercials. The ads had to be so accurate that the actual gaming table from the film was tracked down and rented for them.
- #034
Contains a major spoiler — show
Terry Benedict is heard on the phone turning down a "Mr. Levin" who wants to come to the fight, telling him to watch it on cable instead, since "surely he must have HBO." In real life, Gerald Levin headed Time-Warner, which owns HBO, and the film's distributor is Warner Brothers.
- #035
When Yen (Shaobo Qin) speaks Mandarin, no subtitles are shown, as they aren't needed to follow the scene. When the crew discusses how to get into the vault, his first line is "Why not dig a hole under the ground?", and Rusty says the casino has sensors that would pick up any shovel. His second line, snapped angrily when Linus nearly gets them caught during the pickpocketing, is: "He didn't listen to us! He's really in big trouble now."
- #036
In the first shot of Rusty in Hollywood, he is actually facing a large mural of Frank Sinatra, but the director chose not to show it, as he was trying to distance the film from the original Ocean's Eleven (1960).
- #037
Terry Benedict and Tess admire a copy of Pablo Picasso's Girl with a Guitar, which Picasso painted in Paris, France, in March 1914; the original belongs to the Museum of Modern Art in New York, New York.
- #038
Contains a major spoiler — show
The scene in which Virgil Malloy steers the remote-controlled minivan is the only one where he appears apart from his brother Turk; from then on the brothers are together in every scene.
- #039
Tess makes her entrance down the grand staircase at the Bellagio Conservatory. The staircase was demolished two years after the film came out (and only five years after the Bellagio opened) to make way for a passage to the resort's new Spa Tower wing.
- #040
Contains a major spoiler — show
The image of the men walking through the casino in SWAT outfits echoes the men walking along the sidewalk at the end of the original Ocean's 11 (1960). What differs is where they are walking and the context: here it is the moment the audience realizes they've gotten away with it, while in the original it comes after the men accidentally lose the money they stole. Because of that link, the shot was framed almost exactly like the one in the original, though in a different location.
- #041
The club where Rusty teaches poker had no back room, so the crew built one on a separate set.
- #042
The producers considered Joel Coen and Ethan Coen for Virgil and Turk Malloy, but the brothers said no.
- #043
Basher uses Cockney rhyming slang throughout the film, most memorably "Barney Rubble" for "trouble."
- #044
Contains a major spoiler — show
Producer Jerry Weintraub plays Baccarat against Lyman Zyrga in the high-stakes room, even urging Mr. Zyrga to "don't get into Terry Benedict for too much money." He is credited as "High Roller." He also appears as "American Businessman" in Ocean's Twelve (2004) and as "Denny Shields" in Ocean's Thirteen (2007); the same character runs through all three films and even plays a vital part in the story of Ocean's Twelve. Jerry also played "Jilly from Philly," a high roller, in Vegas Vacation (1997), which he also produced. Beside him sits an uncredited man from his crew with black hair, glasses and a dark beard. Watch the baccarat scene with Mr. Zyrga closely next time you see Ocean's Eleven: the same man plays alongside Jerry, hinting to a sharp-eyed viewer at a crossover with the same high-rolling team from the beloved Vegas Vacation craps scene with Rusty Griswold, a.k.a. Nick Pappageorgio.
- #045
The prison Danny Ocean is paroled from, "North Jersey State Prison," is actually East Jersey State Prison, formerly Rahway State Prison, the setting of Scared Straight! (1978). There is in fact a North State Prison on the highway across from Newark (NJ) International Airport. Parole hearings at "Rahway State" are held in a conference room near the inmates' dining hall; Danny's parole interview was shot in the "Drill Hall" (an indoor gym and recreation area). The cell block Danny is led through was "3-Wing," a normal, working cell block, and inmates were either locked in their cells or moved elsewhere in the prison for filming. The "Officer" who escorts Danny out of the cell block and locks the door was actually a Lieutenant, and at the time coordinator of the "Scared Straight" program.
- #046
Reuben Tishkoff's look came from costume designer Jeffrey Kurland's Russian great-uncle.
- #047
Four of the actors appeared in the TV series Friends (1994): George Clooney, Brad Pitt and Julia Roberts made one-off guest appearances, and Elliott Gould played Monica and Ross Geller's father, turning up now and then throughout the series.
- #048
The music playing when they first meet at Reuben's house is Clair de Lune, and the same piece returns at the end as they all watch the Bellagio fountains.
- #049
When Livingston Dell is first seen with his surveillance gear, the filmmakers seem to have deliberately modeled him on Radar O'Reilly (Gary Burghoff) from M*A*S*H (1972): his hat and wire-framed glasses closely resemble Radar's throughout the series, and both Dell and O'Reilly are the tech support of their respective teams.
- #050
The house where the crew sits discussing the heist in one scene actually lies beneath the busy streets of Las Vegas.
- #051
The shots of Andy Garcia leaving the vault and carrying on down the corridor were filmed two weeks apart.
- #052
Costume designer Jeffrey Kurland asked the actors to wear their vests with no shirts underneath, and they said no.
- #053
It was Eydie Gorme's final film.
- #054
The same year, Brad Pitt and Julia Roberts also shared the screen in The Mexican (2001).
- #055
It was Henry Silva's final screen appearance.
- #056
As Saul gathers up the betting slips, the score switches to the theme from the original Ocean's Eleven (1960).
- #057
"The Great Train Robbery" also has a pickpocketing scene in which the main character leaves a note reading "nice pull" on the pickpocket. Coincidentally, the directors of both films were frustrated that the audience couldn't see the lift happen, and each found a different fix: Steven Soderbergh froze the frame as Linus's hand pulls the wallet from the mark, while Michael Crichton restaged the scene.
- #058
Contains a major spoiler — show
The house of cards Yen builds while perched on the trampoline uses playing cards from two different brands; the top level is made of "A. Dougherty Tally-Ho No. 9" cards.
- #059
Many of the cast have also been in superhero films. George Clooney played Batman in Batman And Robin (1997); Brad Pitt played the Vanisher in Deadpool 2 (2018); Matt Damon played the actor playing Loki in Thor Ragnarok (2017) and Hillbilly in Deadpool 2 (2018); Don Cheadle has played Colonel James Rhodes / War Machine in the MCU (2010-); and Viola Davis has played Amanda Waller in the DCEU and DCU (2016-). Topher Grace played Venom in Spider-Man 3 (2007), and Shane West played Tom Sawyer in League Of Extraordinary Gentleman (2003) and Bane in Gotham (2019).
Production Story (57)
- #060
Bill Murray was meant to play a lounge singer, but the part was cut while he was busy shooting The Royal Tenenbaums (2001).
- #061
Bellagio allowed the crew to access its security system so they could obtain the casino's real surveillance footage.
- #062
The script was sent to Julia Roberts along with a $20 bill. It included a note from George Clooney reading "I hear you're getting 20 a picture now." This was, of course, a joke referring to Julia Roberts being the highest-paid actress at $20 million per picture.
- #063
The entire cast worked below their normal salaries to keep the budget down.
- #064
Rusty is eating something in nearly every scene. According to Brad Pitt, this was because the whole team (especially his character) was so busy and rarely had time to eat, so it was decided that Rusty would always be eating. He first mentioned this after working all day without a lunch break and eating while hungry, since he thought it would also be a good character trait for Rusty Ryan. This leads to a joke at the end of the film, when Rusty has heartburn and throws his food in the trash.
- #065
Steven Soderbergh wanted the cast to hang out on set to make sure they had good chemistry. During breaks, the actors would often gather around Carl Reiner to listen to his stories.
- #066
During the shoot for the scene in which Rusty and Linus spy on the moment Tess is introduced as she comes down the stairs, Brad Pitt, playing Rusty, ate 40 shrimp from a shrimp cocktail.
- #067
The actors gambled outside working hours. Although there is disagreement over who won the most (George Clooney says Matt Damon, Damon says Brad Pitt), Clooney managed to lose 25 hands of blackjack in a row.
- #068
Don Cheadle does not appear in the credits despite having a significant role. The reason is a billing dispute. Cheadle wanted to be ranked near the top of the billing alongside George Clooney, Matt Damon and Brad Pitt. When this was refused, he did not turn down the credit entirely. Cheadle received billing above the title on Ocean's Twelve (2004) and Ocean's Thirteen (2007).
- #069
Rusty says to Danny: "I think you're looking at a Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever!" This list of marks was created by director Steven Soderbergh and a screenwriter to describe the people and marks needed to take down the three casinos: Boesky — Saul, who plays Lyman Zerga. This is a reference to Ivan Boesky, a major trader caught committing securities fraud on Wall Street. The fraud involved a wealthy banker with inside information. Jim Brown — the confrontation between Frank Catton and Linus Caldwell, staged to distract Terry Benedict so Linus can lift the security codes to the vault. It is named after the famous American football player Jim Brown. Miss Daisy — the SWAT vehicle used as the getaway car. From the film Driving Miss Daisy (1989). The two Jethros (The Beverly Hillbillies (1962)) — the Malloy brothers. "Hillbilly gear-head types," hired to handle Miss Daisy, create distractions and do general two-man jobs. Leon Spinks — the interruption of the boxing match. This refers to Leon Spinks's surprise victory over Muhammad Ali. Ella Fitzgerald — the looping tape of the heist played over Benedict's security system. A reference to a 1970s Memorex commercial in which a recording of Ella Fitzgerald's voice shattered glass and asked the viewer: "Is it live or is it Memorex?"
- #070
The scene in which everyone watches the Bellagio fountain and then leaves was partly improvised. Steven Soderbergh wanted Brad Pitt (Rusty) to leave first and Carl Reiner (Saul) to leave last. The rest of the actors were told to line up and leave in whatever order felt natural to them.
- #071
Matt Damon said the fountain scene was the last scene they shot and was "oddly emotional."
- #072
The line Andy Garcia says to Brad Pitt, "If you should be picked up buying a 100.000 dolar sports car in Newport Beach, I'm going to be supremely disappointed," refers to the kidnapping of Steve Wynn's daughter Kevyn. The kidnappers were caught while trying to spend part of the ransom money buying a very expensive car with cash in Newport Beach.
- #073
George Clooney and the other actors played pranks on Julia Roberts. Sometimes, when she did not need to be on set until noon, they would leave a wake-up call for 5 a.m.
- #074
Steven Soderbergh wanted someone connected to 1970s cinema to play Reuben Tishkoff. Elliott Gould was suggested by a member of the crew. Soderbergh realized he would be perfect for the role.
- #075
The wig Brad Pitt's Rusty wears in his doctor disguise was the rehearsal wig from Mike Myers's Austin Powers: International Man of Mystery (1997).
- #076
Basher covering his crotch and turning away while operating the EMP was improvised by Don Cheadle.
- #077
In the trailer there is a scene in which Danny asks the parole board members how much they earn a year. It was cut from the film because the director spoke with some real parole board members and they all agreed that the parole would be denied if a parole candidate made that remark.
- #078
Julia Roberts is known for the words ""And introducing Julia Roberts as Tess." This is a production joke." The "introducing" credit is usually reserved for actors appearing on screen for the first time, or at least for their first major roles early in their careers. But when Ocean's Eleven came out, Roberts was entering the second decade of her stardom; at the time she was the highest-paid actress in history and was already an Oscar winner.
- #079
Shaobo Qin did not speak much English. He had a translator on set to tell him what to do.
- #080
Screenwriter Ted Griffin based Virgil and Turk's arguments on the fights he and his brother had in childhood.
- #081
Director Steven Soderbergh initially wanted to shoot the film in black and white. Warner Brothers said he could only do so if he greatly reduced the shooting costs, so Soderbergh changed his mind.
- #082
American Don Cheadle used a Cockney (English) accent in this film for the role of Basher Tarr. Critics criticized him for his accent, and Cheadle admitted it was not very good. In the next two "Oceans" sequels, Basher talks with Tess (Julia Roberts) about the importance of a good fake accent and is eventually seen reading a book on speech and diction, which he later uses to effectively "pull off" a convincing American accent.
- #083
In the scene where the heist begins, with Saul/Lyman Zerga (Carl Reiner) stepping forward to take the delivery from one of his couriers and the handcuff being put on Lyman, there is Russian banter. One of the clearly audible phrases is: "Ya vas lyublyu." Early in The Great Escape (1963), Danny (Charles Bronson) and Sedgwick (James Coburn) try to escape secretly along with the Russian labor force, and Sedgwick asks Danny whether he knows Russian. Danny knows one sentence in Russian: "Ya vas lyublyu," which means "I love you" in Russian.
- #084
In the scene where the crew watches the Bellagio fountains, the lake where the fountains perform was actually drained on one side and a rail/bar was built there, so that each person would have somewhere to walk instead of turning and walking straight into the street.
- #085
Elvis Presley's song "A Little Less Conversation" was chosen for the Las Vegas montage because it could be described as a Vegas song but was not as obvious as "Viva Las Vegas." One of Elvis's "least known songs," this track got a remixed version by Thomas Holkenborg (Junkie XL) and became a hit on the radio.
- #086
When Rusty attends the poker lesson, he finds Danny talking to his students. We hear Danny tell them that making the transition from television to film is difficult. When George Clooney left the emergency room (1994), that is exactly what he did.
- #087
In the scene where Tess (Julia Roberts) is introduced, she walks down the stairs barefoot because it would be difficult to navigate the spiral staircase in high heels. In fact, Roberts's shoes often hurt her feet during filming, and she went barefoot whenever the camera showed her only from the waist up.
- #088
In a scene near the end, when Andy Garcia realizes that the police officer he is watching is a video, he speaks into his radio and gets word from one of his security guards: "What happened to all that money?" The voice heard is actually the one used in the original version.
- #089
The brief sequence in which Terry and Tess preside over the demolition of a Vegas hotel, watched by Danny and Linus and seen by Basher on television, had originally caused the New York, New York Hotel and Casino to be destroyed with explosives. However, after the September 11 attacks, it was considered completely inappropriate because the image reminded too much of the collapse of the World Trade Center towers. The CG background of the collapsing buildings was replaced with a new fictional hotel called Xanadu just before the film's release. However, HBO's "behind the scenes" promotional film included on the DVD and Blu-ray was made long before the film was finished and actually contains the pre-September 11 original version of the sequence showing the destruction of New York, New York.
- #090
After the casino employee takes the car containing Yen of the Malloy brothers and gets into the elevator leading to the vault, he swipes his card. The name that appears on the digital readout is "Coyle, Joseph." Joey Coyle was a Philadelphia longshoreman who gained international fame when he found $1.2 million in unmarked banknotes that had fallen from an armored truck. The money came from a casino in Atlantic City, meaning Coyle had accidentally stolen money from a casino.
- #091
At the end of the film, Danny Ocean (George Clooney) says to Rusty (Brad Pitt), "$13 million and you drive this piece of shit." During the heist, Benedict (Andy Garcia) is handed a piece of paper stating that the vault holds $163,156,759. At the eleven's first meeting, Ocean says each of them will receive an equal share. By simple math, this means Reuben (Elliott Gould) provided about $20 million in financing to pull off the job.
- #092
The "Malloy Twins" played by Casey Affleck and Scott Caan are named Virgil and Turk, respectively. This is a callback to The Godfather's villain Virgil "The Turk" Sollozzo. Scott Caan's father, James Caan, played Santino "Sonny" Corleone, whose dealings with Sollozzo led to the assassination attempt on his father.
- #093
The scene in which Brad Pitt teaches Joshua Jackson and Topher Grace to play poker is faked in Taco Bell's "Rules of The Table" and "King of Clubs" commercials. The commercials had to be so accurate that the very gaming table used in the film was found and rented for them.
- #094
Terry Benedict is heard on the phone rejecting a request from a "Mr. Levin" to attend the prize fight ring and instead saying he should watch the fight on cable TV, as "surely he must have HBO." In real life, Gerald Levine is the president of Time-Warner, of which HBO is a subsidiary, and the film's distributor is Warner Brothers.
- #095
Bernie Mac (Frank Catton) shakes hands with car salesman Billy Tim Denham, played by actor Joe La Due, and ends up with a sore hand from squeezing it constantly. La Due is the same actor who, in the film "Casino," gets his hand smashed with a hammer for cheating at a blackjack table.
- #096
When Yen (Shaobo Qin) speaks Mandarin, no subtitles are used even though they would be necessary. When they discuss how to get into the vault, his first line is "Why not dig a hole under the ground?" and Rusty says the casino has sensors that would detect any shovel. Linus's second line, shouted in anger when he nearly catches them during the pickpocketing, is: "He didn't listen to us! He's really in big trouble now."
- #097
In the first shot in which we see Rusty in Hollywood, he is in fact facing a large mural of Frank Sinatra. However, the director decided not to show it while trying to distance himself from the original Ocean's Eleven (1960).
- #098
The scene in which Danny calls his parole officer was originally to take place in a crowded delicatessen. But when the assistant director went outside, he saw a great shot that included the Trump Plaza sign and changed the scene to include it.
- #099
The name of the character Bucky Buchanan, who nearly blows Saul's cover, is a nod to the Captain America comics (and later films), in which the friend and occasional "nemesis" of Steve Rogers is named James 'Bucky' Buchanan Barnes.
- #100
The scene in which Virgil Malloy controls the remote-controlled van is the only scene in the film in which he is seen apart from his brother Turk. The brothers are together in every other scene.
- #101
Tess makes her entrance by descending the grand staircase at the Bellagio Conservatory. This staircase was demolished two years after the film's release (and only five years after the Bellagio opened) to make room for a passage to the property's new Spa Tower wing.
- #102
The image of the men walking through the casino in SWAT gear recalls the image of the men walking along the sidewalk at the end of the original Ocean's 11 (1960). The difference is where the men are walking and the context of each film. In this film, this is the scene in which the audience realizes they have gotten away with it. In the original, it comes after the men accidentally lose the money they stole. Because of this connection, the shot in this film was framed almost identically to the one in the original (though again in different locations).
- #103
Throughout the film, Basher uses Cockney rhyming slang. The most notable example is his use of the term "Barney Rubble" in place of "trouble."
- #104
Producer Jerry Weintraub plays Baccarat with Lyman Zyrga in the high-stakes room, and Mr. Zyrga even encourages him to "don't get into Terry Benedict for too much money." Jerry is listed as "High Roller" in the film's titles. He also appears as "American Businessman" in Ocean's Twelve (2004) and as "Denny Shields" in Ocean's Thirteen (2007). The same character is interwoven through all three films, and even plays a vital role in the story of Ocean's Twelve. Jerry also played "Jilly from Philly," a high roller, in Vegas Vacation (1997), which he also produced. Beside him appears a man from his crew, uncredited in the titles, with black hair, glasses and a dark beard. The next time you watch Oceans 11, pay close attention to the baccarat scene Mr. Zyrga plays. The same man plays alongside Jerry, suggesting to a keen observer a film crossover with the same high-performance team from the beloved Vegas Vacation craps scene with Rusty Griswold, a.k.a. Nick Pappageorgio.
- #105
The prison where Danny Ocean is paroled — North Jersey State Penitentiary — is actually East Jersey State Prison, previously known as Rahway State Prison. This facility was the setting of Scared Straight! (1978). In fact, there is a North State Prison on the highway across from Newark (NJ) International Airport. Parole hearings at "Rahway State" are held in a conference room near the inmates' dining hall. The area where he has his parole interview was the "Drill Hall" (an indoor gymnasium/recreation area). The cell block Danny is escorted through was "3-Wing"; a normal, working cell block. Inmates were either locked in their cells or moved to other parts of the prison for filming. The "Officer" who escorts Danny out of the cell block and secures the door was actually a Lieutenant and at the time was the coordinator of the "Scared Straight" program.
- #106
Shaobo Qin builds a house of cards on a trampoline. Joey Bishop and Akim Tamiroff built a house of cards in the original Ocean's Eleven (1960).
- #107
According to a GQ interview with Bernie Mac, the agent of his The Original Kings of Comedy (2000) co-star Steve Harvey tried to persuade Steven Soderbergh to replace Mac with Harvey. Harvey denied this on his radio show.
- #108
When Reuben tells Danny and Rusty about his casino heist attempts, he sums up the third story as "he came, he grabbed, they conquered." This is a joking nod to the famous "Veni, Vidi, Vici" (I came, I saw, I conquered) attributed to Julius Caesar, referring to a thief who tried to rob Caesar's Palace.
- #109
Bill Murray was supposed to play a lounge singer, but the role was cancelled while Murray was busy filming The Royal Tenenbaums (2001).
- #110
The song playing when they first meet at Reuben's house is Clair de Lune, and the same song finally plays as they all look at the Bellagio fountain.
- #111
When Livingston Dell is first introduced with his surveillance equipment, it appears the filmmakers made a deliberate attempt to liken him to Radar O'Reilly (Gary Burghoff) from M*A*S*H (1972). Both the hat he wears and his wire-rimmed glasses closely resemble the hats Radar wore throughout the series, and both Dell and O'Reilly are technical support characters in their respective shows.
- #112
Julia Roberts did indeed marry a man named Danny shortly after this film came out. She met cameraman Daniel Moder on the set of The Mexican (2001). They married in 2002.
- #113
The father of screenwriter Ted Griffin can be seen standing behind Reuben during the boxing match scene.
- #114
"The Great Train Robbery" also features a pickpocketing scene in which the main character leaves the pickpocket a note reading "nice pull". Coincidentally, the directors of both films expressed frustration at making the audience see that the lift had taken place. Each director tried a different approach; Steven Soderbergh froze the film as Linus's hand pulls the wallet from the mark's pocket, while Michael Crichton restaged the scene.
- #115
At 1:40:49, as Brad Pitt's character gets into the SWAT vehicle, a 'nodding' sound is heard, the camera zooms in on the green room spray hanging from the rear-view mirror and cuts to the next scene. In Repo Man, there was a character named Miller (Tracey Walter) who tells Otto (Emilio Estevez): "Find one in every car", referring to the "Little Trees" room spray.
- #116
The house of cards that Yen builds (while sitting on the trolley) is made up of playing cards from two different brands. The cards used at the top level are "A. Dougherty Tally-Ho No. 9" playing cards.
Behind the Scenes (5)
- #117
While shooting the scene where Rusty and Linus watch Tess come down the stairs, Brad Pitt got through 40 shrimp from a shrimp cocktail.
- #118
The lead actors stayed at the Bellagio during filming, each in his own 7,000-square-foot villa.
- #119
Contains a major spoiler — show
Basher covering his groin and turning away as he fires the EMP was Don Cheadle's improvisation.
- #120
In Tess's (Julia Roberts) introduction, she walks down the stairs barefoot, since the spiral staircase would have been hard to manage in high heels. In fact, Roberts's shoes often hurt her feet during the shoot, and she went barefoot whenever she was filmed from the waist up.
- #121
Contains a major spoiler — show
The short sequence in which Terry and Tess preside over the implosion of a Vegas hotel, watched by Danny and Linus and seen by Basher on TV, originally showed the New York, New York Hotel and Casino being brought down with explosives. After the September 11 attacks, though, it was deemed wholly inappropriate, as the image recalled the collapse of the World Trade Center towers too closely, and shortly before release the CG background was replaced with a new, fictional hotel called Xanadu. HBO's "behind-the-scenes" promotional film on the DVD and Blu-ray, however, was made long before the film was finished and still contains the original pre-9/11 version showing New York, New York being destroyed.
Characters & Cast (3)
- #122
Casey Affleck and Scott Caan's "Malloy Twins" are called Virgil and Turk, after The Godfather's villain Virgil "The Turk" Sollozzo. Scott Caan's father, James Caan, was Santino "Sonny" Corleone, whose dealings with Sollozzo set up the attempt on his father's life.
- #123
Bernie Mac (Frank Catton) shakes hands with car salesman Billy Tim Denham, played by Joe La Due, and the nonstop handshaking leaves him in pain. La Due is the same actor whose hand is smashed with a hammer in "Casino" for cheating at blackjack.
- #124
Alan Arkin was originally cast as Saul Bloom but left for personal reasons.
Easter Eggs & References (5)
- #125
The script reached Julia Roberts with a $20 bill and a note from George Clooney reading "I hear you're getting 20 a picture now," a joke about her being the highest-paid actress at $20 million a film.
- #126
Contains a major spoiler — show
Rusty tells Danny: "I think you're looking at a Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever!" Director Steven Soderbergh and a screenwriter came up with this list to describe the people and cons needed to take down the three casinos. Boesky: Saul, posing as Lyman Zerga, after Ivan Boesky, the big trader caught committing securities fraud on Wall Street; the con involves a wealthy banker with inside information. Jim Brown: the staged fight between Frank Catton and Linus Caldwell that distracts Terry Benedict so Linus can lift the vault's security codes, named after the famous American football player Jim Brown. Miss Daisy: the SWAT vehicle used as the getaway car, from Driving Miss Daisy (1989). The two Jethros (The Beverly Hillbillies (1962)): the Malloy brothers, "hillbilly gear-head types" hired to look after Miss Daisy, create distractions and handle general two-man jobs. Leon Spinks: the disruption of the boxing match, after Leon Spinks's surprise win over Muhammad Ali. Ella Fitzgerald: the looping tape of the heist fed into Benedict's security system, after a 1970s Memorex ad in which a recording of Ella Fitzgerald's voice shattered glass and viewers were asked: "Is it live or is it Memorex?"
- #127
Contains a major spoiler — show
When Andy Garcia tells Brad Pitt, "If you should be picked up buying a $100,000 sports car in Newport Beach, I'm going to be supremely disappointed," he is alluding to the kidnapping of Steve Wynn's daughter Kevyn, whose kidnappers were caught trying to spend part of the ransom on a very expensive car, paid for in cash, in Newport Beach.
- #128
Contains a major spoiler — show
Bucky Buchanan, the character who almost blows Saul's cover, takes his name from the "Captain America" comics (and later films), where Steve Rogers's friend and occasional "nemesis" is James 'Bucky' Buchanan Barnes.
- #129
When Reuben runs through past casino heist attempts for Danny and Rusty, he sums up the third as "he came, he grabbed, they conquered," a joking nod to Julius Caesar's famous "Veni, Vidi, Vici" (I came, I saw, I conquered), since the thief had tried to rob Caesar's Palace.
Deeper Meaning (3)
- #130
Contains a major spoiler — show
The "pinch" Basher uses to knock out Las Vegas's power is based on a real device, the z-pinch, which uses a magnetic field to "squeeze" a column of charged gas particles and release a burst of energy (mostly X-rays). The film bends the science in several ways, though. First, a real z-pinch is far too big to fit in the back of a van. Second, a pinch can't conjure energy out of nowhere: Basher would need a power source far greater than "a car battery's worth," or anything that would fit in a van. Third, even with such a source, the electromagnetic pulse (EMP) from a real z-pinch wouldn't be strong enough to disable an electronic device in the same room. In fact, by current science, the only thing that could produce a city-wide EMP is an actual nuclear explosion.
- #131
Contains a major spoiler — show
At the end, Danny Ocean (George Clooney) tells Rusty (Brad Pitt), "$13 million and you drive this piece of shit." During the heist, Benedict (Andy Garcia) is handed a slip saying the vault held $163,156,759, and at the eleven's first meeting Ocean says everyone gets an equal share. Simple math says Reuben (Elliott Gould) put up about $20 million to finance the job.
- #132
At 1:40:49, as Brad Pitt's character climbs into the SWAT vehicle, a sound is heard, the camera zooms in on the green air freshener dangling from the rearview mirror, and the scene cuts. In Repo Man, Miller (Tracey Walter) told Otto (Emilio Estevez), "Find one in every car," talking about the "Little Trees" air freshener.
Related pages
- The Bad Guys — Ocean's Eleven comes up in the facts on that page
- Owen Wilson — Ocean's Eleven comes up in the facts on that page
- Ewan McGregor — Ocean's Eleven comes up in the facts on that page
Sources & editorial notes
Reference databases
- Wikipedia
- IMDb
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