Ocean’s 11


Character: Rusty Ryan
Release Date: 5 December 2001
Directed By: Steven Soderbergh
Written By: George Clayton Johnson, Jack Golden Russell, Harry Brown, Charles Lederer, Ted Griffin
Genre: Comedy/Crime/Thriller
Tagline: Are You In Or Out?
MPAA Rating: PG-13
Produced by: Jerry Weintraub Productions, NPV Entertainment, Section Eight, Village Roadshow Pictures (as Village Roadshow Pictures), WV Films II LLC
Distributed by: Warner Bros. Pictures
Budget: $85,000,000 (estimated)
Filming Dates: 10 February 2001 – 24 June 2001

George Clooney…Danny Ocean
Bernie Mac…Frank Catton
Brad Pitt…Rusty Ryan
Elliott Gould…Reuben Tishkoff
Casey Affleck…Virgil Malloy
Scott Caan…Turk Malloy
Eddie Jemison…Livingston Dell

Filming Locations:
999 N Patencio, Palm Springs, California, USA
Atlantic City, New Jersey, USA
Bellagio Casino & Hotel – 3600 Las Vegas Boulevard South, Las Vegas, Nevada, USA
Chicago, Illinois, USA
Deep Nightclub – 1707 N. Vine St., Hollywood, Los Angeles, California, USA
East Jersey State Prison, Avenel, New Jersey, USA
Infinite Horizon Studios, Orlando, Florida, USA (Casino Vault and Casino interiers) (studio)
Las Vegas, Nevada, USA
Los Angeles, California, USA
Orlando, Florida, USA
Santa Monica, California, USA (Ocean and Ryan meeting at the beach park)
St. Petersburg, Florida, USA
The Strip, Las Vegas, Nevada, USA
Universal Studios – 100 Universal City Plaza, Universal City, California, USA (Casino Offices and Rooms) (studio)
Universal Studios Florida, Universal Orlando Resort – 1000 Universal Studios Plaza, Orlando, Florida, USA (Casino interior) (studio)
University of California, Irvine, California, USA
Warner Brothers Burbank Studios – 4000 Warner Boulevard, Burbank, California, USA (small interior sets only) (studio)

When Daniel Ocean is released from prison in New Jersey, his next heist is already planned. Danny’s target are three Las Vegas casinos: The Bellagio, the Mirage and the MGM Grand. They all belong to ruthless entrepreneur Terry Benedict, who, by the way, also shows a certain interest in Danny’s beautiful ex-wife Tess. During a much-anticipated boxing event (Lennox Lewis vs. Wladimir Klitschko), there will be $150 million in the safe, 70 yards below the strip. So, Danny starts to hire professionals from all over the country: There’s the card magician Rusty Ryan, the perfect pickpocket Linus Caldwell and the ingenious pyrotechnician Basher Tarr. Reuben Tishkoff, who lost a casino to Benedict, provides funding, the brothers Virgil and Turk Malloy will drive and help, and Frank Catton, a professional card dealer,gets a job at the casino to watch the routines. Saul Bloom, already retired, will play the rich heavy weaponry dealer and live in the hotel, while Livingston Dell bugsthe place to have a look over the shoulders of the security personnel. Finally, the chinese acrobat artist Yen will be the one to move inside the safe before themotion detectors are turned off. There are three rules to be followed: First: no blood. Second: Rob only who deserves it. Third: Do it as if you have nothing to lose.When the day of the boxing event finally draws near, all is set, and Benedict doesn’t have a clue – or does he?

Trivia & Facts:
Matt Damon’s part as the pick pocket was meant for Mark Wahlberg.

Luke Wilson and ‘Owen Wilson’ were to play the brothers Virgil and Turk, but dropped out to film The Royal Tenenbaums (2001).

‘Bruce Willis (I)’ was cast, but had to pull out due to scheduling conflicts

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.

The house used as Ruben Tischkoff’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.

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

The names of the characters Virgil and Turk, the Malloy brothers, (played by Casey Affleck and Scott Caan) are a reference to Virgil “The Turk” Sollozzo, Al Lettieri’s character in The Godfather (1972), in which Scott’s father, ‘James Caan’ , appears.

Henry Silva and Angie Dickinson, who both appeared in the original Ocean’s Eleven (1960), make cameo appearances during the fight scene.

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).

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) (TV).

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.

Stephen Carpenter wrote the original draft of the screenplay.

In the scene where Rusty is teaching the celebrities to play poker, ‘Joshua Jackson’ can be seen playing with the skull-ring he wore in the film The Skulls (2000).

When Rusty Ryan (Brad Pitt) is teaching the “teen idols” to play poker, all of the actors are actual “teen idols” who were and/or are currently starring in popular TV Shows on the WB. They are: – Holly Marie Combs from “Charmed” (1998) – Topher Grace of “That ’70s Show” (1998) – ‘Joshua Jackson’ of “Dawson’s Creek” (1998) – Barry Watson of “7th Heaven” (1996) – Shane West of “Once and Again” (1999)

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.

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

The scene where Brad Pitt teaches ‘Jackson, Joshua’ 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.

Matt Damon punches “1138” on a elevator keypad as a homage to George Lucas’s first movie THX 1138 (1971).

The scene of everyone standing around watching the Bellagio fountain and leaving was improvised. The actors were told to line up and depart in whatever order felt natural.

Brad Pitt wears a fire tattoo on his left arm. George Clooney sported the same tattoo in From Dusk Till Dawn (1996).

Don Cheadle receives no credit.

Cameo: [Jeffrey Kurland] the costume designer appears as one of the tailors fitting Saul Bloom’s suit.

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.

The part of Frank Catton was originally intended for Danny Glover, who declined the part to appear in The Royal Tenenbaums (2001).

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 Levin is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film’s distributor.

The password, “Ia vas liubliu”, that Carl Reiner’s character (Saul Bloom) gives to the courier with the briefcase is the same Russian phrase that Charles Bronson’s character (Flight. Lt. Danny ‘The Tunnel King’ Velinski) taught to James Coburn’s character (Flying Officer Louis ‘The Manufacturer’ Sedgwick) in The Great Escape (1963). It translates as “I love you”.

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.

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.

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.

The wig used by Rusty (Brad Pitt) in his disguise as a doctor was ‘Mike Myers’ ‘s rehearsal wig for Austin Powers: International Man of Mystery (1997).

Ewan McGregor was considered for the role of Basher.

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.

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

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

The name of Carl Reiner’s character Lymon Zerga sounds like the Spanish phrase “la monserga” which translated into English roughly means, someone who is a pain in the butt.

Director Cameo: [Steven Soderbergh] as a team member of the vault-bombing thieves.

Director Trademark: [Steven Soderbergh] [cockney rhyming slang]

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

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

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 nuclearexplosion.

Don Rickles was a early choice to play Saul Bloom.

George Clooney also begins the film in prison in Out of Sight (1998) and O Brother, Where Art Thou? (2000).

The ending scene where the characters all stand in front of the Bellagio fountains is borrowed from the ending of The Right Stuff (1983) where the Mercury astronauts all watch a performance by the dancer Sally Rand. The same music (“Claire de Lune” by Claude Debussy) is performed, the characters nod to each other in the same way, and the water fountains mimic Rand’s white feather fans. The Right Stuff (1983) director Philip Kaufman receives a thanks at the end of the credits.

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 extremely 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.

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.

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 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.

The location where they steal the pinch is not at the California Institute of technology, but at the University of California at Irvine’s medical school plaza.

The shot near the end where the characters are leaving the warehouse after the robbery and walking out into the Las Vegas night is directly borrowed from the HBO film The Rat Pack (1998) (TV) where Frank Sinatra and the other actors walk out of a sound stage after finishing the day’s filming on the original Ocean’s Eleven (1960).

When the security guard takes the cart and briefcase into the vault elevator, the computer ID scan shows his names as Joseph Coyle. This is a reference to the real-life Joey Coyle, who found 1.2 million dollars that had fallen off an armored car and attempted to keep it. Coyle’s story was made into the film Money for Nothing (1993) starring John Cusack.

In the theatrical and DVD version of the film the hotel being destroyed, as witnessed in person by Danny and on TV by Basher, is the fictional Xanadu. However, in the ‘behind the scenes’ making of featurette on the DVD the hotel being destroyed is the New York, New York Hotel and Casino.

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.

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.

From the gallery

Bartender: [over the noise in the background] How’s the game going?
Rusty: Longest hour of my life.
Bartender: [not hearing him] What?
Rusty: I’m running away with your wife.
Bartender: Great!
[He grins and flashes Rusty a thumbs-up]

Rusty: You’d need at least a dozen guys doing a combination of cons.
Danny: Like what, do you think?
Rusty: Off the top of my head, I’d say you’re looking at a Boeski, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever!

[last minute tips for Linus]
Rusty: You look down, they know you’re lying and up, they know you don’t know the truth. Don’t use seven words when four will do. Don’t shift your weight, look always at your mark but don’t stare, be specific but not memorable, be funny but don’t make him laugh. He’s got to like you then forget you the moment you’ve left his side. And for God’s sake, whatever you do, don’t, under any circumstances…
Livingston: Rus?
Rusty: Yeah?
Livingston: Come look at this?
Rusty: Sure.

Rusty: Did someone call for a doctor?

[On the phone]
Terry: Who the hell is this?
Rusty: The man who’s robbing you!

[last lines]
[Danny has just got out of jail]
Danny: Hi!
Tess: Hi. We need to get Rusty a girl.
Rusty: There’s a women’s prison down the road.
Danny: [noticing Tess is wearing her wedding ring] You said that you sold this.
Tess: I said that.
Danny: Liar.
Tess: Thief.
[they kiss]

Rusty: You scared?
Linus: You suicidal?
Rusty: Only in the morning.

Danny: Thirteen million and you drive this piece of shit cross country to pick me up?
Rusty: Blew it all on the suit.

Rusty: The Bellagio and the Mirage. These are Terry Benedict’s places.
Danny: Yes they are. You think he’ll mind?
Rusty: More than somewhat.

Reuben: Look, we all go way back and uh, I owe you from the thing with the guy in the place and I’ll never forget it.
Danny: That was our pleasure.
Rusty: I’d never been to Belize.

Danny: Why do they always paint hallways that color?
Rusty: They say taupe is very soothing.

Rusty: Tell me this is not about her, or I am walking. I am walking off this job right now.
Danny: Who?
Rusty: Tess. Terry Benedict. Tell me this is not about screwing the guy who’s screwing your wife.
Danny: Ex-wife.
Rusty: Tell me.
Danny: It’s not about that.
Danny: It’s not entirely about that.
[Rusty turns away, furious]
Danny: Russ, do you remember what we said back when we first got into this business. We said we were gonna play the game…
Danny, Rusty: Like we had nothing to lose.
Danny: Well, I lost something… I lost someone. That’s why I’m here.
[long pause]
Rusty: Okay, here’s the problem ? we’re stealing two things. And when push comes to shove, and you can’t have both, which are you gonna choose? And remember – Tess does not split eleven ways!

Reuben: If you’re gonna steal from Terry Benedict, you’d better goddamn KNOW. This sorta thing used to be civilized, you’d hit a guy, he’d whack you, done. But with Benedict… at the end of this, he’d BETTER not know you’re involved, not know your names or think you’re dead because he’ll kill ya, and then he’ll go to work on ya.
Danny: That’s why we’re going to be very careful. Very precise
Rusty: Yeah, well-funded.
Reuben: Yeah. Ya gotta be NUTS, too. And you’re gonna need a crew as NUTS as you are!
Reuben: So who’ve you got in mind?

[masquerading as an A.T.F. agent, Rusty shoves Basher against a police car, pretending to search him]
Rusty: [under his breath] Hey, Bash.
Basher: Hey, Russ.
Rusty: How fast can you put something together from what I just slipped you?
Basher: It’s done.
[Rusty lifts up Basher, and they slowly leave the crime scene]
Basher: Hey, is Danny about?
Rusty: Yeah, he’s waiting around the corner.
Basher: Oh, that’s terrific! It will be nice working with proper villains again.
Rusty: [turns and shouts] Everybody down, now!
[they break into a run as explosions rock the crime scene]
Basher: Ha-ha-ha! They weren’t expecting that shit!
Rusty: Nice work.
Basher: Oh, thank you.

Rusty: Saul, you’re the best there is. What do you want?
Saul: Nothing. I’ve got a duplex now, wall-to-wall, goldfish. I’m seeing a nice lady who works the “Unmentionables” counter at Macy’s. I’ve changed.
Rusty: Guys like us don’t change, Saul. We either stay sharp or we get sloppy, we don’t change.

Topher Grace: Hey Rus, let me ask you a question. Are you incorporated? Well, if not you should really think about it cos I was talking to my manager…
Rusty: Bernie?
Topher Grace: No, not Bernie, my business manager. You know what? They’re both named Bernie. Anyway, he was saying that because what we do here is kind of like research for a future like gig or whatever I can totally make it a tax write off. The only thing is I’d have to pay you by check.
[Rusty stops and looks at him]
Topher Grace: Or we could stick to cash
[Rusty nods]
Topher Grace: You know what? Yeah, let’s just stick to cash.

Rusty: Saul, turn that off, will you?
Saul: [in fake accent] I’ll turn it off when I’m ready to…
Rusty: Saul!
Saul: [normal voice] It’s off, it’s off!
Rusty: [on Danny walking out of prison in a loosened black-tie suit] I hope you were the Groom.
Danny: [on Rusty’s attire for picking him up from prison] Ted Nugent called, he wants his shirt back.

[while they are watching a dozen Chinese acrobats at a circus]
Danny: Which one is the amazing Yen?
Rusty: He’s the little Chinese guy.

Rusty: Why do this?
Danny: Why not do it?
[Rusty shakes his head]
Danny: Cause yesterday I walked out of the joint after losing four years of my life and you’re cold-decking “Teen Beat” cover boys.
Danny: Cause the house always wins. Play long enough, you never change the stakes. The house takes you. Unless, when that perfect hand comes along, you bet and you bet big, then you take the house.
[another pause]
Rusty: Been practicing this speech, haven’t you?
Danny: Little bit. Did I rush it? Felt I rushed it.
Rusty: No, it was good, I liked it. The “Teen Beat” thing was harsh.

Rusty: God, I’m bored!
Danny: You look bored.
Rusty: I am bored!
[long pause]
Rusty: How was the clink? You get the cookies I sent?
Danny: Why do you think I came to see you first?

Saul: I have a question, say we get into the cage, and through the security doors there and down the elevator we can’t move, and past the guards with the guns, and into the vault we can’t open…
Rusty: Without being seen by the cameras.
Danny: Oh yeah, sorry, I forgot to mention that.
Saul: Yeah well, say we do all that… uh… we’re just supposed to walk out of there with $150,000,000 in cash on us, without getting stopped?
[pause as everyone turns to look at Danny]
Danny: Yeah.
Saul: Oh. Okay.

Rusty: Tell me this is not about her, or I am walking. I am walking off this job right now.
Danny: Who?
Rusty: Tess. Terry Benedict. Tell me this is not about screwing the guy who’s screwing your wife.
Danny: Ex wife. It’s not about that.
Danny: Not entirely about that.
Rusty: Okay, here’s the problem. Now we’re stealing 2 things. And when push comes to shove, and you can’t have both, which are you gonna choose, huh? And remember: Tess does not split 11 ways!

Linus: Smash and grab job, huh?
Rusty: Slightly more complicated than that.
Linus: Well, yeah.

Danny: You gotta walk before you crawl.
Rusty: Reverse that.

Rusty: What’s with the orange?
Saul: My doctor says I need vitamins.
Rusty: So why don’t you take vitamins?
Saul: You come here to give me a physical?

[discussing possible candidates for their crew]
Danny: Phil Turenteen…
Rusty: Dead.
Danny: No shit. On the job?
Rusty: Skin cancer.
Danny: D’you send flowers?
Rusty: Dated his wife for a while.

Danny: We’ll need Saul.
Rusty: He won’t do it. He got out of the game a year ago.
Danny: Get religion?
Rusty: Ulcers.
Danny: …You could ask him.
Rusty: Hey, I could ask him.

[teaching poker to young Hollywood actors]
Rusty: Shane, you’ve got three pairs. You can’t have six cards! You can’t have six cards in a five-card game!

Shane West: Hit me.
Rusty: It’s not blackjack.

Terry: All right. Now I have complied with your every request, would you agree?
Rusty: I would.
Terry: Good, ’cause now I have one of my own. Run and hide, asshole. Run and hide. If you should be picked up next week buying a hundred-thousand dollar sports car in Newport Beach, I am going to be supremely disappointed. Because I want my people to find you, and when they do, rest assured we are not going to hand you over to the police. So my advice to you again is this: run and hide. That is all that I ask.

[teaching poker to young actors]
Rusty: Barry, your turn.
Barry Watson: Uh… four.
Rusty: You don’t want four. You want to fold.
Barry Watson: I do? Is that a good thing?

Rusty: ‘Wonder what Rueben’ll say.

Danny: Livingston, we’re set.
Rusty: Livingston, we’re set.
Livingston: Basher, we’re set.
Basher: Hang on a minute chief.
Livingston: We don’t have a minute, Yen’s gonna suffocate.
Basher: Then you’d better leave off bothering me, don’t you think?

Topher Grace: Mr Ocean, what do you do for a living? If you don’t mind me asking.
Danny: Why would I mind you asking? Two cards. I just got out of prison.
Topher Grace: Really?
Joshua Jackson: Well why were you in prison?
Danny: I stole things.
Shane West: You stole things? Like jewels?
Rusty: Incan matrimonial headmasks.
Shane West: Any money in those? Incan matrimonial
Danny: Headmasks. There’s some.
Rusty: Don’t let him fool you, there’s boatloads. If you can move them. I’ll take one. But you can’t.
Danny: My fence seemed confident enough.
Rusty: Dealing in cash you don’t need a fence.
Danny: Some people lack vision.
Rusty: Probably everybody in cell block E

Rusty: Where are they?
Saul: They will be here.
Rusty: [mimicking Saul’s voice] They will be here.

Linus: The last guy they caught cheating in here? Benedict not only sent him up for 10 years, he had the bank seize his house and then he bankrupted…
Rusty, Linus: -his brother-in-law’s tractor dealership.
Rusty: Yeah, I heard.

[Yen slides down into the hole in the cart]
Rusty: Amazing. You okay? You want something to read, a magazine or something?
[Yen’s hand pops out of the hole, giving Rusty the finger]
Rusty: Okay.

External Links
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Ocean’s Eleven (Full Screen Edition)
Ocean’s Eleven (Blu-ray)

SB Store (UK)
Ocean’s Eleven (DVD)
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