The script was sent to Julia Roberts with a $20 bill attached. Included was a note from George Clooney that said "I hear you're getting 20 a picture now". This of course is a joke referencing Julia Roberts becoming the highest paid actress at $20 million per picture.

The cast did gamble during off hours. While there's disagreement between who won the most (George Clooney says Matt Damon, Damon says Brad Pitt), Clooney managed to lose 25 hands of blackjack in a row.

Matt Damon's part as Linus Caldwell, the pick pocket, was meant for Mark Wahlberg. He turned it down in order to star in Планета обезьян (2001).

The Bellagio let the crew tap into their security system to get real surveillance footage of the casino.

Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.

The entire cast worked for less than their usual salaries to bring down the budget.

During the several takes it took to shoot the scene in which Rusty and Linus are spying on Tess as she is introduced coming down the stairs, Brad Pitt, who plays Rusty eating shrimp from a shrimp cocktail, ate 40 shrimp.

Luke Wilson and Owen Wilson were to play the brothers Virgil and Turk, but dropped out to film Семейка Тененбаум (2001). Danny Glover also turned down the role of Frank Catton in order to be in that film.

The wig used by Rusty (Brad Pitt) in his disguise as a doctor was Mike Myers's rehearsal wig for Остин Пауэрс: Человек-загадка международного масштаба (1997).

Don Cheadle is uncredited despite having a major role. This is due to a dispute over his billing. Cheadle wanted above the title billing alongside George Clooney, Matt Damon, and Brad Pitt. When he was refused, he refused to be credited at all. Cheadle received above the title billing in Двенадцать друзей Оушена (2004) and Тринадцать друзей Оушена (2007).

When Rusty Ryan (Brad Pitt) is teaching the "teen idols" to play poker, all of the actors are actual "teen idols" who were at the time starring in popular TV Shows. They are: Holly Marie Combs from Зачарованные (1998) - Topher Grace of Шоу 70-х (1998) - Joshua Jackson of Бухта Доусона (1998) - Barry Watson of Седьмое небо (1996) - Shane West of Опять и снова (1999).

Andy Garcia said it wasn't easy to do a serious scene with Carl Reiner because Reiner was so funny.

Bruce Willis was originally cast as Danny Ocean, but had to pull out due to scheduling conflicts. He would later make a cameo appearance in the 2004 sequel.

The scene of everyone standing around watching the Bellagio fountain and leaving was somewhat 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 depart in whatever order felt natural.

Steven Soderbergh wanted the actors to hang out on set to make sure they had good chemistry. During downtime, the cast often crowded around Carl Reiner to listen to his stories.

Andy Garcia's line to Brad Pitt, "If you should be picked up buying a $100,000 sports car in Newport Beach, I'm going to be supremely disappointed," is in reference to the kidnapping of Steve Wynn's daughter, Kevyn. The kidnappers were caught trying to spend some of the ransom money in Newport Beach as they attempted to buy a very expensive car in cash.

When Rusty joins the poker lesson to find Danny talking to his students, we hear Danny telling them that it must be hard making the leap from TV to movies. George Clooney did exactly that when he left Скорая помощь (1994).

Shaobo Qin didn't speak much English. He had a translator on set who would tell him what to do.

Director Steven Soderbergh originally wanted to shoot the movie in black and white. Warner Brothers said he could if he drastically reduce the filming costs, so Soderbergh changed his mind.

Julia Roberts and George Clooney hadn't met before the movie.

There is a scene in the trailer in which Danny asks the parole-board members how much they earn a year. This was cut from the movie because the director talked to some actual parole-board members and they all agreed that if a prospective parolee were to make that comment, he'd be denied parole.

With the exception of the title character "Danny Ocean", none of the principal characters have the same names as their counterparts in the 1960 version of the film.

The lead cast members lived at the Bellagio during filming - each in separate 7000-square-foot villas.

Steven Soderbergh said that the film was an opportunity 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."

The "pinch" that Basher uses to knock out Las Vegas's power is based on a device called the z-pinch, which creates a burst of energy (mostly x-rays) by using a magnetic field that "pinches" a column of charged gas particles. However, the movie departs from science in several ways: first, a real z-pinch is much too large to fit in the back of a van; second, a pinch can't create energy out of nowhere, and would need a power source much greater than Basher's "score of car batteries" or anything that would fit inside a van; third, even with such a power source, the electromagnetic pulse (EMP) generated by a real z-pinch is barely powerful enough to knock out an electronic device across a room. In fact, under current science, the only thing capable of generating a city-wide EMP is a genuine nuclear explosion.

Henry Silva and Angie Dickinson, who both appeared in the original Ocean's Eleven (1960), make cameo appearances during the fight scene. This would mark Silva's last appearance in a film as he retired after.

In the scene where the heist is kicked off with Saul/Lyman Zerga (Carl Reiner) going out in front to take delivery from his couriers, when the handcuff is exchanged to Lyman, there is banter in Russian. One of the phrases that is clearly audible is, "Ya vas lyublyu." Early in the movie Большой побег (1963), Danny (Charles Bronson) and Sedgwick (James Coburn) try to sneak out with the Russian labor force and Sedgwick asks Danny if he knows any Russian. Danny knows one phrase in Russian: Ya vas lyublyu. According to Danny, it means, "I love you."

Casey Affleck and Scott Caan improvised some of their lines in the movie.

Steven Soderbergh used a 45 degree shutter effect for the flashback scenes. It causes the film to be exposed to light for less time than usual and results in more of a choppy feel.

Matt Damon said the scene at the fountain was the last thing they shot and "oddly emotional."

George Clooney and the other actors played pranks on Julia Roberts. Sometimes they left 5 AM wake-up calls for her when she didn't need to be on set until noon.

The Elvis Presley song "A Little Less Conversation" was chosen for the Las Vegas montage because it was identifiable as a Vegas song yet not as obvious as "Viva Las Vegas". One of Elvis's least known songs, it received a remixed version and became a hit on the radio.

During the scene where the gang is watching the Bellagio fountains, the lake that the fountains perform in was actually drained on one side and a rail/bar was constructed there so that there would be room for each person to walk away, rather than turn and walk straight into the street.

Steven Soderbergh wanted someone associated with the 1970s movies to play Ruben. Elliott Gould was suggested by a member of the crew. Soderbergh realized he would be perfect for the role.

George Clooney had a keg of Guinness installed in his dressing room.

At the end of the movie, 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 that says the vault is holding $163,156,759. In the first meeting of all eleven, Ocean says that they will each get an equal share. Doing simple math, that means Reuben (Elliott Gould) put up about $20 Million in finance to pull off the job.

Steven Soderbergh didn't want any characters to get seriously hurt in the movie: "It's probably the least threatening film I've ever made... That was conscious on my part."

Basher covering his crotch and turning it away as he sets off the EMP was improvised by Don Cheadle.

The house used as Ruben Tishkoff's home is in Palm Springs, California. It was designed by architect Quincy Jones and was originally built by a Chicago family. Warner Brothers paid $200,000 for its use in the film.

Brad Pitt had just been in Шпионские игры (2001). Pitt agreed to be in the film after being asked by George Clooney, who was the first to join the cast.

Don Cheadle admitted that his Cockney accent isn't great. He wanted to change it for the sequels, but his agent said no.

The brief sequence with Terry and Tess presiding over the demolition of a Vegas hotel, with Danny and Linus looking on and Basher watching on TV originally had the New York, New York Hotel and Casino being brought down by explosives. However in the aftermath of the 9/11 attacks, it was felt this was completely inappropriate, as the image was too reminiscent of the collapse of the World Trade Center towers. The CG backdrop of the collapsing buildings was replaced just before the film's theatrical release with a new fictional hotel called the Xanadu. However the HBO 'behind the scenes' making of featurette, included on the DVD and Blu-ray, was made well before the movie was finished, and actually features the original pre-9/11 version of the sequence showing the New York, New York being demolished.

The Bellagio closed their valet parking for the movie. Even the high rollers had to use the parking garage.

Voted #500 on Empire magazine's 500 Greatest Movies Of All Time (September 2008).

The filmmakers were looking for someone with specific acrobatic skills to play the part of Yen. They discovered Shaobo Qin performing with the troupe in Las Vegas. He had never acted before.

Bernie Mac improvised some of his lines, including "You want me to get on the table and dance?"

The Bellagio granted the crew full access. Producer Jerry Weintraub was friends with former owner Steve Wynn. Wynn sold the Bellagio to Kirk Kerkorian before filming, but Weintraub was friends with him too.

Julia Roberts filmed all of her scenes in two weeks.

The scene where Danny calls his parole officer was originally set to take place inside a crowded deli. However, when the assistant director went outside, he saw a great shot that included the Trump Plaza sign, and changed the scene to include it.

Steven Soderbergh came up with the line "I hope you were the groom" on set.

2,000 extras were used during the filming of the boxing match scenes.

Most of the movie was shot in Las Vegas, where producer Jerry Weintraub had many connections. He got the filmmakers access to the casinos. George Clooney called him the "Pope of Vegas."

The boxing match that takes place in the MGM Grand is between Lennox Lewis and Wladimir Klitschko. These two have never fought, but on June 21, 2003, Lewis fought Vladimir's older brother, Vitali Klitschko.

Terry Benedict is heard on the phone refusing the request of a "Mr. Levin" to attend the prizefight ringside, saying he should instead watch it on cable TV as "surely he must have HBO." In real life, Gerald Levine is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film's distributor.

The scene where Brad Pitt teaches Joshua Jackson and Topher Grace to play poker is spoofed in the Taco Bell commercials "Rules of The Table" and "King of Clubs". The commercials were meant to be so accurate that the very same card table used in the film was tracked down and rented for them.

After this film, Shaobo Qin considered being a stuntman. He eventually returned to the Peking Acrobats.

Screenwriter Ted Griffin was inspired by Великолепная семерка (1960) and Большой побег (1963). He liked the way the men in those movies had a shorthand with each other that only they understood.

It was estimated that 25-30% of the Bellagio casino was used by the production at any given time.

Screenwriter Ted Griffin based Virgil and Turk's arguments on fights he and his brother had as kids.

The name of the character Bucky Buchanan, who is almost blowing Saul's cover, is a nod to the comic books (and later movies) of "Captain America" where Steve Rogers' friend and occasional nemesis' name is James 'Bucky' Buchanan Barnes.

Ewan McGregor and Lennie James were considered for the role of Basher.

Throughout the movie Basher speaks in Cockney rhyming slang. The most prominent example is when he uses the term "Barney Rubble" as a replacement for "trouble".

The "Malloy Twins", played by Casey Affleck and Scott Caan, are named Virgil and Turk, respectively. This is a callback to the villain Virgil "The Turk" Sollozzo, from The Godfather. Scott Caan's father, James Caan, played Santino "Sonny" Corleone, whose exchange with Sollozzo led to his father's attempted assassination.

In the first shot of Rusty in Hollywood that we see, he is actually facing a large mural of Frank Sinatra. However, in trying to break free of the original Ocean's Eleven (1960), the director decided to keep from showing it.

The painting Terry Benedict and Tess evaluate is a replica of Pablo Picasso's Woman with a Guitar, painted in March, 1914 in Paris, France. The original is at the Museum of Modern Art in New York, New York.

The 'California Institute of Advanced Science', from which the team steals a 'pinch' to create an electromagnetic pulse, is the Gillespie Neuroscience Research Facility on the campus of the University of California at Irvine.

As Basher Tarr, Don Cheadle - who is American - affected a Cockney (British) accent for this film. Critics slammed him for his accent, and Cheadle himself admitted that it was not very good. In the following two "Oceans" sequels, Basher talks about the importance of a good fake accent with Tess (Julia Roberts), and is ultimately seen reading a book on speech and diction, using it to later effectively "pull off" a passable American accent.

There is a persistent rumor that Ben Affleck makes a cameo appearance but, although he did visit the set, he does not appear on screen.

The prison Danny Ocean is paroled from - North Jersey State Prison - is actually East Jersey State Prison, formerly known as Rahway State Prison. This facility was the setting of Scared Straight! (1978). There is actually a Northern State Prison located across the highway from Newark (NJ) International Airport. Parole hearings at "Rahway State" are held in a conference room near the inmate dining hall. The area he was having his parole interview was in the "Drill Hall" (indoor gym/recreation area). The cell block that Danny was being escorted from is "3-Wing" - a regular, working cell block. The inmates were either confined to their cells or relocated to other areas of the prison for the filming. The "Officer" escorting Danny out of the cell block and securing the gate, was actually a Lieutenant, and at the time, was the coordinator of the "Scared Straight" program.

Four actors/actresses appeared in the television show, Друзья (1994). George Clooney, Brad Pitt and Julia Roberts all appear as special guests in single episodes, and Elliott Gould is Monica and Ross Geller's father, who appears sporadically throughout the series.

Don Cheadle went to London and talked to people there to get his accent down.

The elevator shaft was created with visual effects. The actors were only a few feet off the ground.

Shaobo Qin builds a house of cards on the diving board. Joey Bishop and Akim Tamiroff built a house of cards in the original Ocean's Eleven (1960).

According to a GQ interview with Bernie Mac, a representative for Steve Harvey, his Настоящие короли комедии (2000) co-star, tried to convince Steven Soderbergh to replace Mac with Harvey. Harvey denied this on his radio show.

Producer Jerry Weintraub appears in the high roller room playing Baccarat with Lyman Zyrga, even urges Mr. Zyrga "don't get into Terry Benedict for too much money". Jerry is credited as "High Roller" in the film. He also appears as "American Businessman" in Двенадцать друзей Оушена (2004) and "Denny Shields" in Тринадцать друзей Оушена (2007). The same character interwoven in all three films, even playing a vital role in the story-line of Oceans 12.

Jerry also played high roller "Jilly from Philly" in Каникулы в Yегасе (1997), a movie he also produced. Appearing next to him is an uncredited man in his crew with dark hair, glasses, and a dark beard. Next time you watch Oceans 11, pay close attention to the baccarat scene with Mr. Zyrga. That same man is playing alongside Jerry, suggesting to the astute observer a movie crossover with the same high rolling crew from the beloved Vegas Vacation craps scene with Rusty Griswold aka Nick Pappageorgio.

Tess makes her entrance descending the grand staircase in Bellagio's Conservatory. This staircase was torn down two years after the movie was released (and only five years after Bellagio opened) to make way for a passage to the new Spa Tower wing of the property.

Jerry Weintraub asked Carl Reiner to be in the movie a few days before he had to be on set. They'd known each other for years. Weintraub produced Oh, God! (1977), which Reiner directed.

Early casting choices: Sydney Pollack or Dennis Franz were considered for Reuben Tishkoff. Warren Beatty, Michael Douglas and Ralph Fiennes were all considered for Terry Benedict.

Costume designer Jeffrey Kurland based the look of Reuben Tishkoff on his Russian great-uncle.

In one of the scenes where the gang is discussing the heist, they are sitting in a house that is actually under the busy streets of Las Vegas.

The remade "Oceans" series' cast contains three of "People" Magazine's "Sexiest Men Alive:" Brad Pitt (1995 and 2000), George Clooney (1997 and 2006), and Matt Damon (2007).

Alan Arkin was originally cast as Saul Bloom but dropped out due to personal reasons.

Jon Favreau was offered to write the screenplay but turned it down.

Sammy Davis Jr. appeared in the original version of this film. Don Cheadle, who appears in this version, played Davis in Крысиная стая (1998).

The club didn't have a back room, so the crew built one for the movie on a separate set.

Don Rickles was an early choice to play Saul Bloom.

Julia Roberts, George Clooney and Brad Pitt would work together again in 2002. They all acted in Clooney's directorial debut Признания опасного человека (2002).

It was Elliott Gould's idea for his character to smoke a cigar.

Johnny Depp was considered for the role of Linus Caldwell.

Brad Pitt and Julia Roberts also starred together in Мексиканец (2001) the same year.

The film includes 5 Academy Award Winners: Casey Affleck, Matt Damon, Brad Pitt, George Clooney and Julia Roberts and 2 Academy Award Nominees: Andy Garcia and Don Cheadle

The crew shot Andy Garcia exiting the vault and continuing down the hallway two weeks apart.

The scene where Virgil Malloy is controlling the remote controlled van is the only scene in the movie where he is seen separate from his brother Turk. The brothers are in every scene together prior.

Aside from Одиннадцать друзей Оушена (2001), Двенадцать друзей Оушена (2004) & Тринадцать друзей Оушена (2007), George Clooney and Brad Pitt also worked together on После прочтения сжечь (2008) as Harry Pfarrer & Chad Feldheimer respectively.

Scott Caan is the son of actor James Caan, who played Sonny Corleone in The Godfather. Andy Garcia portrayed Vincent Mancini, who is the child of Sonny, in The Godfather Part III.

Three members of the cast have appeared on Скорая помощь (1994). George Clooney played Dr. Doug Ross for the first five seasons of the show, Don Cheadle guest-starred in the show's ninth season as surgical student Nathan, and Shane West who played Dr. Ray Barnett from 2004-2009.

Matt Damon and Casey Affleck previously worked together in Good Will Hunting (1997) and Chasing Amy (1997).

Elliott Gould and George Clooney worked together 17 years earlier on E/R (1984).

Julia Roberts really married a man named Danny right after this movie came out. She met cameraman Daniel Moder on the set of Мексиканец (2001). They married in 2002.

Julia Roberts and Brad Pitt appeared in Steven Soderbergh's next movie Во всей красе (2002).

The order in which the ten participants leave the fountains is: 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).

Costume designer Jeffrey Kurland wanted the actors to wear their vests without shirts, but they overruled him.

Julia Roberts and Matt Damon previously worked together in Mystic Pizza (1988).

A bit of history on the prison Danny is released from (twice). The fictional "North Jersey State Prison" is actually East Jersey State Prison in Rahway, NJ. There are currently 13 state correctional facilities in NJ all of which are given names such as Midstate Correctional Facility, Bayside State Prison, New Jersey State Prison, etc however at one time prisons in NJ were named after the town they were located in. New Jersey State Prison was Trenton State Prison, Bayside State Prison was Leesburg, and East Jersey State Prison was the infamous Rahway State Prison however the city of Rahway, NJ didn't like that their town was only know for it's prison facility so the city petitioned the state to rename the facility as it felt that the name of Rahway being synonymous with the prison affected property values. Ironically, when referring to the prison it is still referred to as "Rahway".

Stephen Carpenter wrote the original draft of the screenplay.

After Danny gets released from prison (again), Tess makes the comment, "We have to get Rusty a girl" to which Rusty replies, "There's a women's prison down the road." In reality, NJ's only women's prison, Edna Mahan Correctional Facility in Clinton, NJ is roughly an hour away from the fictional "North Jersey State Prison" in Rahway, NJ.

Bill Murray was supposed to play a lounge singer but the part was dropped when Murray was busy filming Семейка Тененбаум (2001).

Filmmakers Joel and Ethan Coen were considered to play the roles of Virgil and Turk Malloy, but declined.

Writer Ted Griffin's father can be seen standing behind Reuben during the boxing match scene.

The house of cards that Yen builds (while seated on the diving board) is made up of two different brands of playing cards. The cards used on the top-most tier are "A. Dougherty Tally-Ho No. 9" playing cards.

When we first see Lyman Zerga at the casino, he places at $65,000 bet (13 $5000 chips) at a Bellagio baccarat table. You can tell it is baccarat by the player / banker positions, a tie area on the table and the seven positions (on one side of the dealer).

There is a 'nod' at 1:40:49 as Brad Pitt's character gets in to the SWAT vehicle the camera zooms in on the green air freshener hanging from the rear view mirror then cuts to the next scene. The movie Repo Man had a character named Miller (Tracey Walter) who said to Otto (Emilio Estevez): "Find one in every car" which was concerning the "Little Trees" air freshener.

Brett Ratner was at one point set to direct.

Spike Jonze was originally cast as Danny Ocean, but dropped out to direct Adaptation (2002). Jonze later expressed his regret losing the role to George Clooney.

Brad Pitt, George Clooney and Julia Roberts all had a small part in the tv-show "Friends".

Siegfried Fischbacher, Roy Horn: Magicians Siegfried and Roy appear sitting next to Wayne Newton during the fight.

Jerry Weintraub: The producer is talking to Saul at a card table in the casino before he speaks to Benedict.

Jeffrey Kurland: the costume designer appears as one of the tailors fitting Saul Bloom's suit.

Steven Soderbergh: as a team member of the vault-bombing thieves.

In nearly every scene Rusty's in, he's eating something. According to Brad Pitt, this is because the whole gang (his character in particular) would be so busy that they'd rarely be able to eat; it was decided that Rusty would just eat all the time. He first mentioned this when he was eating after having worked all day without a break for lunch and was hungry, because he thought it would be a good character trait for Rusty Ryan as well. This leads to a gag at the end of the film where Rusty gets heartburn and throws the food away.

Rusty says to Danny: "Off the top of my head, I'd say 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 cons was created by director Steven Soderbergh and a screenwriter that described the type of people and cons needed to knock over the three casinos: Boesky - Saul playing Lyman Zerga. This is a reference to Ivan Boesky, a big-time trader on Wall Street who got caught committing securities fraud. The con is about a wealthy bankroller who has insider information. Jim Brown - the confrontation between Frank Catton and Linus Caldwell, staged to distract Terry Benedict so that Linus can lift the security codes to the vault. Named for the famous American football player Jim Brown. Miss Daisy - the SWAT vehicle used as the getaway car. From the movie title Driving Miss Daisy (1989). Two Jethros (The Beverly Hillbillies (1962)) - the Malloy brothers. "Hillbilly gear-head types" hired to take care of Miss Daisy, distraction purposes, and for general two-man work. Leon Spinks - the disruption of the boxing match. This refers to the surprise victory of Leon Spinks over Muhammad Ali. Ella Fitzgerald - the looped tape of the robbery that is played over Benedict's security system. A reference to a 1970s commercial for Memorex, in which a recording of Ella Fitzgerald's voice breaks a glass and the question is posed to the viewer: "Is it live or is it Memorex?"

The classical music piece "Clair de Lune" by Debussy bookends the gang's heist. It is playing at the pool party immediately before they go inside to hear Ocean's plan for the robbery and it plays again as they're watching the fountains at the Bellagio after they've pulled the job off.

After the casino employee takes the cart containing Yen from the Malloy brothers and gets on the elevator heading to the vault, he scans his card. The name that appears on the digital readout is "Coyle, Joseph". Joey Coyle was a Philadelphia dockworker who gained international fame when he found $1.2 million in unmarked bills that had fallen out of an armored truck. The money was from an Atlantic City casino, meaning Coyle had inadvertently robbed money from a casino.

In the scene near the end when Andy Garcia realizes that the police he was watching was a video he gets on the walkie talkie and hears from one of his guards "What happened to all that money?". The voice heard is actually the voice used in the original version.

The shot of the men walking through the casino in the SWAT suits is reminiscent to the shot 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 shot in which the audience realizes they've gotten away with it. In the original, it is after the men have just accidentally lost the money they stole. It is because of this connection that the shot in this film was framed almost identically to the one in the original (though again with differing locations).