
FILM · 2001 · USA
Ocean's Eleven
- Directed by
- Steven Soderbergh
- Runtime
- 116 min
- Studio
- Warner Bros. Pictures, Village Roadshow Pictures, NPV Entertainment
131 archived facts 7 topics 1 source Last reviewed Sep 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.
Summary: TMDB
All facts (131)
- #001
The Bellagio allowed the crew access to its security system so they could obtain real surveillance footage from the casino.
- #002
The script was sent to Julia Roberts along with a $20 bill and a note from George Clooney reading "I hear you're getting 20 a picture now." The joke referred to Roberts being the highest-paid actress at $20 million per picture.
- #003
The entire cast worked for less than their usual salaries in order to keep the budget down.
- #004
Contains a major spoiler — show
Rusty is eating something in nearly every scene. According to Brad Pitt, this was because the whole crew, and his character in particular, were so busy that they rarely had time to eat, so it was decided that Rusty would always be eating. Pitt first mentioned the idea after working through the day without a lunch break and going hungry, thinking it would also make a good character trait for Rusty Ryan. It leads to a joke at the end of the film in which Rusty has heartburn and throws his food away.
- #005
Andy Garcia said that shooting a serious scene with Carl Reiner was not easy because Reiner is so funny.
- #006
Steven Soderbergh wanted the cast to hang out on set to make sure they had good chemistry. Between takes, the actors would often gather around Carl Reiner to listen to his stories.
- #007
Shaobo Qin made his film debut in this movie. He was asked to audition for the role of Yen after being spotted while rehearsing with the Peking Acrobats.
- #008
While filming the scene in which Rusty and Linus spy on Tess as she comes down the stairs, Brad Pitt, playing Rusty, ate 40 shrimp from a shrimp cocktail.
- #009
Although Don Cheadle had a significant role, he is not listed in the opening titles. The reason was a billing dispute: Cheadle wanted to be placed high in the credits alongside George Clooney, Matt Damon and Brad Pitt. When this was refused, he did not decline the credit entirely. Cheadle received billing above the title on Ocean's Twelve (2004) and Ocean's Thirteen (2007).
- #010
Steven Soderbergh said the film was a chance to give audiences "pleasure from beginning to end." He wanted it to be "a movie that you just surrender to, without embarrassment and without regret."
- #011
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!" 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, played by Lyman Zerga. This is a reference to Ivan Boesky, a major trader caught committing securities fraud on Wall Street. The con concerns 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. 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 look after Miss Daisy, create distractions and handle 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 the viewer was asked: "Is it live or is it Memorex?"
- #012
Don Cheadle admitted his Cockney accent was not very good. He wanted to change it for the sequels, but his manager said no.
- #013
The role of pickpocket Linus Caldwell was originally intended for Mark Wahlberg, who turned it down to appear in Planet of the Apes (2001).
- #014
Matt Damon said the fountain scene was the last scene they shot and called it "oddly emotional."
- #015
Contains a major spoiler — show
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 trying to spend part of the ransom money on a very expensive car bought with cash in Newport Beach.
- #016
Much of the film was shot in Las Vegas, where producer Jerry Weintraub had many connections. He secured the filmmakers' access to the casinos. George Clooney called him the "Pope of Vegas."
- #017
At any given time, an estimated 25-30% of the Bellagio casino was being used by the production.
- #018
The lead actors lived at the Bellagio during filming, each in a separate 7,000-square-meter villa.
- #019
George Clooney and the other actors played pranks on Julia Roberts. When she wasn't needed on set until noon, they would sometimes leave a 5 a.m. wake-up call for her.
- #020
Steven Soderbergh did not want any character to be seriously injured in the film: "It's probably the least threatening film I've ever made… That was conscious on my part."
- #021
Luke Wilson and Owen Wilson were to play the brothers Virgil and Turk, but they left to shoot The Royal Tenenbaums (2001). Danny Glover also turned down the role of Frank Catton in order to appear in that film.
- #022
Contains a major spoiler — show
The wig Rusty wears in his doctor disguise was the rehearsal wig from Mike Myers's Austin Powers: International Man of Mystery (1997).
- #023
Contains a major spoiler — show
Basher covering his groin and turning away while firing the EMP was improvised by Don Cheadle.
- #024
The trailer includes 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 a parole candidate making that remark would be denied parole.
- #025
Julia Roberts is known for saying, "And introducing Julia Roberts as Tess. That's a production joke." The "introducing" credit is usually reserved for actors making their screen debut, or at least their first major role early in their careers. But by the time Ocean's Eleven was released, Roberts was in her second decade of stardom; she was then the highest-paid actress in history and already an Oscar winner.
- #026
Bruce Willis was initially cast as Danny Ocean but had to drop out due to scheduling conflicts. He would later play a small role in the 2004 sequel.
- #027
Shaobo Qin did not speak much English. He had an interpreter on set to tell him what to do.
- #028
Screenwriter Ted Griffin based Virgil and Turk's arguments on fights he and his brother had in childhood.
- #029
The Bellagio shut down its valet parking service for the film. Even high rollers had to use the parking garage.
- #030
Bernie Mac improvised some of his lines, including "You want me to get on the table and dance?"
- #031
Contains a major spoiler — show
The "pinch" Basher uses to disable Las Vegas's power is based on a device called a z-pinch, which uses a magnetic field to "squeeze" a column of charged gas particles and create a burst of energy (mostly X-rays). The film departs from the science in several ways, however: first, a real z-pinch is too large to fit in the back of a van; second, a pinch cannot suddenly create energy, and Basher would need a power source far greater than "a car battery's worth" or anything that could fit inside a van; third, even with such a power source, the electromagnetic pulse (EMP) produced by a real z-pinch would not be strong enough to disable an electronic device in the room. In fact, according to current science, the only thing that could create a city-wide EMP is a real nuclear explosion.
- #032
Screenwriter Ted Griffin drew inspiration from The Magnificent Seven (1960) and The Great Escape (1963). He liked how the men in those films used shorthand with each other that only they understood.
- #033
Steven Soderbergh used a 45-degree shutter effect for the flashback scenes. This causes the film to be exposed to light for a shorter time than normal and gives a more wavy feel.
- #034
After this film, Shaobo Qin considered becoming a stuntman. He eventually returned to the Peking Acrobats.
- #035
Director Steven Soderbergh initially wanted to shoot the film in black and white. Warner Brothers said he could do so only if he greatly reduced the shooting costs, so Soderbergh changed his mind.
- #036
Apart from the title character, "Danny Ocean," none of the main characters have the same names as their counterparts in the 1960 version of the film.
- #037
American actor Don Cheadle used a Cockney (English) accent for the role of Basher Tarr in this film. Critics faulted him for the accent, and Cheadle admitted it was not very good. In the next two "Ocean's" sequels, 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 effectively "pull off" a convincing American accent.
- #038
Contains a major spoiler — show
In the scene where the heist begins with Saul/Lyman Zerga (Carl Reiner) stepping forward to take the delivery from the couriers and Lyman is handcuffed, 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 phrase in Russian: "Ya vas lyublyu," which means "I love you" in Russian.
- #039
Henry Silva and Angie Dickinson, both of whom appeared in the original Ocean's Eleven (1960), are briefly seen in the fight scene. This would be Silva's last appearance in a film since his retirement.
- #040
Contains a major spoiler — show
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 a place to walk rather than turning and walking straight into the street.
- #041
Julia Roberts shot all of her scenes in two weeks.
- #042
Contains a major spoiler — show
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. George Clooney did exactly that when he left the emergency room in 1994.
- #043
Brad Pitt had just appeared in Spy Game (2001). Pitt agreed to be in the film at the suggestion of George Clooney, who was the first actor to join the cast.
- #044
In the scene where Tess (Julia Roberts) is introduced, she walks down the stairs barefoot because it would have been 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.
- #045
Contains a major spoiler — show
In the 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 news from one of his bodyguards: "What happened to all that money?" The voice heard is actually the one used in the original version.
- #046
The house used as Ruben Tishkoff's home is located in Palm Springs, California. It was designed by architect A. Quincy Jones and was originally built by a Chicago family. Warner Brothers paid $200,000 for the film to use it.
- #047
Contains a major spoiler — show
The short 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, originally involved the New York, New York Hotel and Casino being destroyed with explosives. After the September 11 attacks, however, it was considered completely inappropriate because the image too closely recalled the collapse of the World Trade Center towers. The CG background of the collapsing buildings was replaced with a new fictional hotel called Xanadu shortly 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-9/11 original version of the sequence showing the destruction of New York, New York.
- #048
Contains a major spoiler — show
After the casino employee takes the car containing Yen from the Malloy brothers and gets into the elevator going to the vault, he scans 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.
- #049
Casey Affleck and Scott Caan improvised some of their lines in the film.
- #050
A keg of Guinness was placed in George Clooney's dressing room.
- #051
2,000 extras were used during the filming of the boxing match scenes.
- #052
The costume designer appears as one of the tailors fitting Saul Bloom's suit.
- #053
Contains a major spoiler — show
At the end of the film, Danny Ocean (George Clooney) says to Rusty (Brad Pitt), "13 dollars million and you drive this piece of shit." During the heist, Benedict (Andy Garcia) is handed a piece of paper saying 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 the job off.
- #054
The elevator shaft was created with visual effects. The actors were only a few meters above the floor.
- #055
Before speaking with Benedict, the producer talks with Saul at a gaming table in the casino.
- #056
It ranked 500th on Empire magazine's "500 Greatest Movies Of All Time" list (September 2008).
- #057
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 attempt on his father's life.
- #058
The scene in which Brad Pitt teaches Joshua Jackson and Topher Grace to play poker is recreated 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 located and rented for them.
- #059
Contains a major spoiler — show
Terry Benedict is heard on the phone rejecting a request from a "Mr. Levin" to attend the prize fight ring, telling him instead that he should watch the film 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.
- #060
The boxing match at the MGM Grand is to be fought between Lennox Lewis and Wladimir Klitschko. The two never fought each other, but on June 21, 2003, Lewis fought Vladimir's older brother Vitali Klitschko. Lewis won.
- #061
Bernie Mac (Frank Catton) shakes hands with car salesman Billy Tim Denham, played by actor Joe La Due, and ends up in pain from shaking his hand continuously. La Due is the same actor whose hand is smashed with a hammer in "Casino" for cheating at the blackjack table.
- #062
When Yen (Shaobo Qin) speaks Mandarin, no subtitles are used even though they are not 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. His second line, spoken angrily when Linus nearly catches them during the pickpocketing, is: "He didn't listen to us! He's really in big trouble now."
- #063
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, as he was trying to move away from the original Ocean's Eleven (1960).
- #064
The painting that Terry Benedict and Tess are looking at is a copy of Pablo Picasso's Girl with a Guitar, made in Paris, France, in March 1914. The original is in the Museum of Modern Art in New York, New York.
- #065
Contains a major spoiler — show
The name of Bucky Buchanan, the character who nearly blows Saul's cover, is a nod to the "Captain America" comics (and later films), in which Steve Rogers's friend and occasional "nemesis" is named James 'Bucky' Buchanan Barnes.
- #066
Jerry Weintraub asked Carl Reiner to appear in the film a few days before he came to the set. They had known each other for years. Weintraub produced Oh, God! (1977), which Reiner directed.
- #067
Contains a major spoiler — show
The scene in which Virgil Malloy controls the remote-controlled minivan is the only scene in the film in which he is seen separately from his brother Turk. The brothers are together in every scene after that.
- #068
Six Oscar winners appear in the film: Casey Affleck, Matt Damon, Brad Pitt, George Clooney, Julia Roberts and Steven Soderbergh (in a cameo role), along with three Oscar nominees: Andy Garcia, Don Cheadle and Elliot Gould.
- #069
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 way for a passage to the property's new Spa Tower wing.
- #070
Contains a major spoiler — show
The image of the men walking through the casino in SWAT outfits recalls the image of the men walking on 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 still in different locations).
- #071
Ewan McGregor and Lennie James were considered for the role of Basher.
- #072
There is a persistent rumor that Ben Affleck appears in a small role, but although he visited the set, he does not appear on screen.
- #073
The club where Rusty teaches poker had no back room, so the crew built a back room on a separate set for the film.
- #074
Producers considered Joel Coen and Ethan Coen for the roles of Virgil and Turk Malloy, but they turned it down.
- #075
Throughout the film, Basher uses Cockney rhyming slang. The most notable example is his use of "Barney Rubble" in place of "trouble."
- #076
Contains a major spoiler — show
Producer Jerry Weintraub plays Baccarat against Lyman Zyrga in the high-stakes room, and even encourages Mr. Zyrga to "don't get into Terry Benedict for too much money." Jerry is listed in the film's credits 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 is threaded 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. Watch the baccarat scene featuring Mr. Zyrga closely the next time you watch Ocean's Eleven. The same man plays alongside Jerry, suggesting to a sharp observer a film crossover with the same high-rolling team from the beloved Vegas Vacation craps scene with Rusty Griswold, a.k.a. Nick Pappageorgio.
- #077
The prison where Danny Ocean is paroled — North Jersey State Prison — is actually East Jersey State Prison, previously known as Rahway State Prison. The facility was 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. The area where Danny has his parole interview was the "Drill Hall" (an indoor gym/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 the coordinator of the "Scared Straight" program.
- #078
Don Cheadle went to London and spoke with people there to tone down his accent.
- #079
Alan Arkin was initially cast as Saul Bloom but left the cast for personal reasons.
- #080
Costume designer Jeffrey Kurland based Reuben Tishkoff's look on his Russian great-uncle.
- #081
Jon Favreau was offered the chance to write the screenplay but turned the offer down.
- #082
According to a GQ interview with Bernie Mac, the agent of Steve Harvey, Mac's co-star in The Original Kings of Comedy (2000), tried to persuade Steven Soderbergh to replace Mac with Harvey. Harvey denied this on his radio program.
- #083
When Reuben recounts casino heist attempts to Danny and Rusty, 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 the thief who tried to rob Caesar's Palace.
- #084
Bill Murray was supposed to play a lounge singer, but the role was cut while Murray was busy filming The Royal Tenenbaums (2001).
- #085
It was Elliott Gould's idea for his character to smoke cigars.
- #086
Early casting considerations: Sydney Pollack or Dennis Franz were considered for Reuben Tishkoff. Warren Beatty, Michael Douglas and Ralph Fiennes were considered for Terry Benedict.
- #087
Don Rickles was an early choice to play Saul Bloom.
- #088
Julia Roberts, George Clooney, Matt Damon, Jerry Weintraub and Brad Pitt would work together again in 2002. They all appeared in Confessions of a Dangerous Mind (2002), Clooney's directorial debut.
- #089
Four actors appeared in the television series Friends (1994). George Clooney, Brad Pitt and Julia Roberts made guest appearances in single episodes, and Elliott Gould played Monica and Ross Geller's father, appearing occasionally throughout the series.
- #090
The song playing when they first meet at Reuben's house is Clair de Lune, and the same song plays at the end as they all look at the Bellagio fountains.
- #091
When Livingston Dell is first introduced with his surveillance gear, the filmmakers appear to have made a deliberate attempt to liken him to Radar O'Reilly (Gary Burghoff) from M*A*S*H (1972). Both his hat and his wire-framed glasses closely resemble the hats Radar wore throughout the series, and both Dell and O'Reilly are the technical support characters in their respective productions.
- #092
In one of the scenes where the crew discusses the heist, they are actually sitting in a house located beneath the busy streets of Las Vegas.
- #093
Saul exclaimed that Tess was too tall for Benedict. According to sources, Julia Roberts is 172.7 cm (5 ft 8), while Andy Garcia is slightly taller at 175.3 cm (5 ft 9).
- #094
The cast of the remake "Oceans" series includes three of People magazine's "Sexiest Men Alive": Brad Pitt (1995 and 2000), George Clooney (1997 and 2006) and Matt Damon (2007).
- #095
The crew shot Andy Garcia exiting the vault and continuing down the corridor two weeks apart.
- #096
Sammy Davis Jr. appeared in the original version of this film. Don Cheadle, who appears in this version, played Davis in The Rat Pack (1998).
- #097
Scott Caan is the son of James Caan, the actor who played Sonny Corleone in The Godfather. Andy Garcia played Sonny's child Vincent Mancini in The Godfather Part III.
- #098
Johnny Depp was considered for the role of Linus Caldwell.
- #099
Costume designer Jeffrey Kurland wanted the actors to wear their vests without shirts, but they refused the request.
- #100
The line "They say taupe is very soothing" is a wordplay. After Brad Pitt says this line, Clooney sips his drink. The word "tope" means to drink heavily, suggesting that Clooney is drinking to calm his nerves about the heist they are undertaking.
- #101
This was Eydie Gorme's last film.
- #102
Brad Pitt and Julia Roberts also appeared together the same year in The Mexican (2001).
- #103
Julia Roberts did in fact marry a man named Danny shortly after this film was released. She met cameraman Daniel Moder on the set of The Mexican (2001). They married in 2002.
- #104
Julia Roberts and Matt Damon had previously worked together on Mystic Pizza (1988).
- #105
This was Henry Silva's last film appearance.
- #106
Matt Damon and Casey Affleck had previously worked together on Good Will Hunting (1997).
- #107
It surpassed Pretty Woman (1990) as Julia Roberts's highest-grossing film.
- #108
Scott Caan appears in this film alongside Carl Reiner. Carl's son Rob Reiner directed Scott's father James Caan in Misery.
- #109
Elliott Gould and George Clooney had worked together 17 years earlier on E/R (1984), a sitcom unrelated to Clooney's later similarly titled drama ER.
- #110
It is Brad Pitt's fifth highest-grossing film worldwide, after F1: The Movie (2025), World War Z (2013), Mr. & Mrs. Smith (2005) and Troy (2004).
- #111
Julia Roberts and Brad Pitt appeared in Steven Soderbergh's next film, Full Frontal (2002).
- #112
Contains a major spoiler — show
The order in which the ten participants leave the fountains is as follows: Rusty Ryan (Brad Pitt), Turk Malloy (Scott Caan), Basher Tarr (Don Cheadle), Livingston Dell (Eddie Jemison), Virgil Malloy (Casey Affleck), Frank Catton (Bernie Mac), Yen (Shaobo Qin), Reuben Tishkoff (Elliott Gould), Linus Caldwell (Matt Damon) and Saul Bloom (Carl Reiner).
- #113
As Saul collects the betting slips, the score switches to the original Ocean's Eleven (1960) theme.
- #114
In this film, Scott Caan plays a thief trying to rob a Las Vegas casino. In the series Las Vegas, his father James Caan plays the president of a Las Vegas casino ("The Montecito") who constantly tries to stop people, including Elliott Gould, from defrauding the casino.
- #115
Four of the actors appeared in ER (1994). George Clooney played Dr. Doug Ross in the series' first five seasons; Don Cheadle guest-starred as the surgical student Nathan in the series' ninth season; J. P. Manoux took on the role of Dr. Dustin Crenshaw between 2006 and 2008, and Shane West played Dr. Ray Barnett between 2004 and 2009.
- #116
Stephen Carpenter wrote the original draft of the screenplay.
- #117
Writer Ted Griffin's father can be seen standing behind Reuben during the boxing match scene.
- #118
When we first see Lyman Zerga in the casino, he places a $65,000 bet (a $135,000 chip) on the Bellagio baccarat table. From the player/banker positions, the tie area on the table and (on one side of the dealer) seven positions, you can tell it is baccarat.
- #119
"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 expressed frustration at not letting the audience see the lift take place. Each director tried a different approach; Steven Soderbergh froze the film as Linus's hand pulls the wallet from the mark, while Michael Crichton restaged the scene.
- #120
The scene in which Bernie Mac's character is escorted out by Mr. Walsh. Mr. Walsh also watches the security camera as the briefcase is placed in the vault.
- #121
George Clooney and Brad Pitt worked together on Ocean's Eleven (2001), Ocean's Twelve (2004) and Ocean's Thirteen (2007), as well as Burn After Reading (2008), in which they played Harry Pfarrer and Chad Feldheimer respectively.
- #122
Carl Reiner was a writer and member of the cast on Your Show of Shows (1950). George Clooney's uncle José Ferrer frequently appeared as a guest actor and became good friends with Reiner. Reiner also played Miguel Ferrer's father on Crossing Jordan (2001).
- #123
Danny calls his parole officer in front of the Trump Casino. This has since become ironic, as Trump himself would later be convicted of serious crimes.
- #124
At 1:40:49, a 'nodding' sound is heard as Brad Pitt's character gets into the SWAT vehicle, the camera zooms in on the green room freshener hanging from the rearview mirror, and it cuts to the next scene. In Repo Man, there was a character named Miller (Tracey Walter) who told Otto (Emilio Estevez), "Find one in every car," referring to the "Little Trees" air freshener.
- #125
Contains a major spoiler — show
The house of cards that Yen builds (while sitting on the tramp) 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.
- #126
It is George Clooney's second highest-grossing film worldwide after Gravity (2013).
- #127
Many of the actors in this film have also appeared in superhero films. George Clooney played Batman in Batman And Robin (1997), Brad Pitt played the Vanisher in Deadpool 2 (2018), Matt Damon played Loki Actor in Thor Ragnarok (2017) and Hillbilly in Deadpool 2 (2018), and Don Cheadle played Colonel James Rhodes / War Machine in the MCU (2010-), while Viola Davis 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).
- #128
Brett Ratner was at one point set to direct.
- #129
Three actors in the film share a Batman connection: George Clooney played Batman/Bruce Wayne in Batman & Robin (1997). Joshua Jackson's Dawson's Creek (1998) co-star Katie Holmes played Rachel Dawes in Batman Begins (2005), and Topher Grace's That '70s Show (1998) co-star Kurtwood Smith voiced Lieutenant James Gordon in Beware the Batman (2013). The original film featured Cesar Romero, who played the Joker in Batman: The Movie (1966).
- #130
For the role of Rueben, George Segal, William Devane, Charles Grodin, Robert Forester and James Caan were considered.
- #131
For the role of Saul, Mel Brooks, Dick Van Dyke, Leslie Nielsen, Alan King and Dick Smothers were considered.
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