20 Tasty Secrets About the Ocean's Eleven Franchise for You to Snack On

Ocean's Eleven debuted over 20 years ago. In honor of E!'s movie marathon, we're celebrating the A-list-packed trilogy starring George Clooney and Brad Pitt as the suavest thieves around.

By Natalie Finn Jul 04, 2022 11:00 AMTags
Watch: "Ocean's Eleven" Turns 19: E! News Rewind

Why, again, does everyone assume that George Clooney and Brad Pitt are such great pals?

It's not because they rose up through the Hollywood ranks together, starting with Handsome Preschool. Rather, it's because of the bonhomie on display in the ever-enjoyable Ocean's movies—star-studded heist flicks that grew bigger with every sequel, all three directed by Steven Soderbergh and populated by goodhearted career criminals having way more fun than your average law-abiding citizen.

Ocean's Eleven, introducing Clooney as ringleader Danny Ocean; Pitt as his always-snacking, right-hand guy Rusty; Matt Damon as a talented pickpocket who's yet to tap into his full potential for thievery; and many more hit theaters over 20 years ago, cinematic proof that you can not have too much of a good thing when the finished product is pulled off as handily as the first offering in the trilogy.

On first watch, 2004's Ocean's Twelve wasn't as good as the original thanks to an even more outlandish plot not as much time spent on the fellas bonding, but over the years we've come to appreciate the slick wink-wink of it all, including the whole meta pregnant Julia Roberts moment that was written in to accommodate the movie star's real life expectant status.

Brad Pitt's Best Roles

Plus, the largely Amsterdam-set film is simply gorgeous to watch.

Even more screen legends joined the fun for 2007's Ocean's Thirteen, and anytime you roll the dice and add Al Pacino to the mix, interesting stuff is bound to happen.

In honor of E!'s Fourth of July marathon of Ocean's Eleven, Ocean's Twelve and Ocean's Thirteen, starting Monday, July 4, at 8 a.m., we're revisiting little-known facts about the wildly popular films.

So without further adieu, a little less conversation, and here are 20 things to know about the Ocean's franchise:

Rat Pack Roots

The original Ocean's 11 from 1960 starred Frank Sinatra and fellow Rat Pack members Sammy Davis Jr., Dean Martin, Peter Lawford and Joey Bishop, as well as lady-of-the-pack Angie Dickinson—and it's famously not that great, the only magic still lingering to this day emanating mainly from the pop-cultural momentousness of it all, as it was their first movie in which they all appeared together.

That super-cool vibe, however, was alive and well in the remake.

"When I say Ocean's Eleven is a throwback to an earlier period in cinema," director Steven Soderbergh explained, "I mean that the movie is never mean, it's never gratuitous, nobody is killed, nobody is humiliated for no reason or is the butt of a joke. It's probably the least threatening film I've ever made in a way. That was conscious on my part. I wanted it to be a sort of light entertainment and I didn't think darker or meaner ideas had a place in a movie like this. I wanted it to be sparkling."

Dickinson and Henry Silva, also in the original, have blink-and-you-miss-'em cameos when fight night gets underway at the MGM Grand, a scene that also features real-deal boxers Lennox Lewis and Wladimir Klitschko.

We've Heard Good Things

Matt Damon said in 2001 that he was drawn to Ocean's Eleven so he could work with Soderbergh, who was psyched to bring the script by Ted Griffins to life.

"People like Soderbergh, you know you're in great hands," added Pitt.

By the time Ocean's Eleven came out, Soderbergh was the reining Best Director Oscar winner for 2000's Traffic and the only person ever nominated twice in one year in that category, the other nod coming for Erin Brockovich.

Inside Job

Soderbergh was worried that they were set up to fail logistically on Ocean's Eleven.

"One of the things that scared me when I read the script was the amount of time that we would have to be shooting on the floor of the casino," he recalled in the 2001 film's production notes. "I've had friends who had worked on films there and knew that normally the hotels only want film companies to shoot between midnight and 6 a.m. during the week. I was pretty anxious about that aspect. As it turned out, the cooperation that was extended to us by the casinos, particularly the Bellagio, was unlimited."

But that wasn't just hotel management being nice.

"The reason we selected the Bellagio," said Jerry Weintraub, the late Hollywood power player who produced all three films, "is that it's the prettiest hotel in Las Vegas. It's also the most luxurious and the most important hotel in town. In addition, at the time I made our deal, it was owned by Steve Wynn, who is a very dear friend of mine. I had shot movies in his Mirage Hotel before so he had a sense of what I would be doing and he trusted me with the reputation of his hotel. Even though we were going to rob it! As it happens, before we even began to film there, he had sold the hotel to Kirk Kerkorian, who also happens to be an old friend of mine, so our plans went forward."

Grand Hotel

The production really did take over the Bellagio, including 25 to 30 percent of the casino floor at a time.

"You have to understand that we completely disrupted their operation," Weintraub said. "We closed their valet parking and porte cochere for three or four days, which meant their clients, including the high rollers, had to check into the hotel through the concrete self-parking garage. They let us turn off their fountains and the dancing waters in the lake. We closed down the conservatory and botanical gardens, we closed down the reception area with its famous Dale Chihuly glass sculpture, and we even took over the high-roller gaming room at one point."

They built an 80-foot-long iron and brass cashier's cage in Los Angeles and installed it at the Bellagio, part of production designer Phil Messina's vision as to how characters would smoothly get from the casino to the back of the house, where the foundation is laid for Danny's scheme to pan out.

"We had no time restrictions," Soderbergh said. "We would close down an entire section of the Bellagio's casino floor during the day so that we could film. They even choreographed their dancing fountains to a special piece of music for the film. In exchange of course, the movie is like a two-hour commercial for Las Vegas and the hotel."

A Night of So Many Stars

Wait, how do you get all of these movie stars in one place again?

"Steven had just finished Erin Brockovich with [eventual Best Actress winner] Julia Roberts and he sends her a script with $20 tucked in and a note saying, 'I hear you get $20 a picture now.' And she's in," George Clooney shared.

"I've been a producer for 40-some years and I've never had an actor cut his own salary," Weintraub said, "and I've never had an actor say that in order to get the cast we wanted, he would talk to each actor. George became the first to cut his salary, then Steven and George went after our cast."

Clooney explained, "We said, if we all get paid, we can't make the movie, so why don't we all just take a big chunk of the back end, work cheap and see if there's any money at the end."

Ocean's Eleven made more than $450 million worldwide, on an $85 million budget. That's more than the $150 million Danny and his merry band of thieves made off with on fight night in Vegas.

Moving Parts

Soderbergh originally envisioned real-life siblings Luke and Owen Wilson playing bickering brothers Turk and Virgil Malloy, but Casey Affleck and Scott Caan ended up with the parts when the Wilsons opted to shoot The Royal Tenenbaums instead.

Mark Wahlberg was reportedly first to be cast as pickpocket Linus Caldwell, but he exited to do Planet of the Apes, paving the way for Damon. Alan Arkin and Ralph Fiennes were also part of the original lineup reported in 2000 before final casting was finalized.

Insatiable Appetite

It was Brad Pitt's idea to have Rusty be eating all the time.

"We just had [food around]—well, there was actually method to that, because he was always on the run, always on the move, I figured he could never sit down and have a proper meal," the actor explained to JOE in 2019. "So he always had to grab something on the run."

"I like to busy myself," Pitt noted. "I'm a grazer by nature, so..." Luckily he survived the indigestion that seemingly caught up with him by the end of Ocean's Eleven.

Pinch Me

The "pinch" that Don Cheadle's cockney-accented explosives expert Basher Tarr sets up to knock the power out for a few precious seconds is a ripped-from-reality device. 

"We did a lot of research early on because we wanted to at least have it be based on reality," Messina said. "We contacted scientists on the Internet and found people who worked with these particle accelerators. We went into chat rooms and basically posed design questions. Then our property master visited a lab in Northern California that had a pinch and he brought back photographs and diagrams. I didn't want to get too exact because I just wanted to draw from it what was visually interesting."

Not Just Any Actress

Tiffany & Co. basically never lends out jewelry, for any occasion. But they loaned jewelry to the Ocean's Eleven production for Roberts.

"They were terrific," costume designer Jeffrey Kurland said in the production notes. "First they sent photographs of various items and then they would send the real piece so I could make a final decision. They sized things for us and altered the hang of certain necklaces, they couldn't have been more accommodating."

On the Rocks

When he was making Ocean's Eleven, Pitt was newly married to Jennifer Aniston, and they were arm in arm at the 2001 premiere. When he was making Ocean's Twelve in the summer of 2004, Aniston joined the party at Villa Oleandra, Clooney's Lake Como estate, where the all-star revelry was the toast of celebrity magazine covers all summer.

But by the time the sequel premiered in December 2004, Pitt was ducking questions about the inevitable. A month later, he and Aniston announced that they had separated. 

Unsung Hero

Ocean's Twelve may be only 55 percent fresh on Rotten Tomatoes, but Soderbergh thinks it's the most successful film of the franchise in many ways.

"The funny thing was that in terms of the previews and testing process, Ocean's Twelve tested as well as the first one did," he told Huffington Post in 2014. "It also made $363 million, hardly a disappointment."

"I think in these situations, when you're making a sequel to a movie that has been successful, you're dealing with expectations. That is what this film confronted and got beaten by, because it's a completely different movie from the first one. It's weirder. I would argue—and I'm happy to be challenged on this—that it's one of the biggest budgeted stoner movies of all time. It certainly rewards a viewing in an altered state."

"In terms of shot construction, cutting patterns, the use of music—from a filmmaking standpoint," he concluded, "that's the best of the three."

Uncanny Resemblance

The studio overlords were concerned about the Julia Roberts-as-Tess-as-Julia Roberts bit in Ocean's Twelve.

"I remember scouting in Chicago, I think in Grant Park, on a cell phone with [former Warner Bros. president] Alan Horn, and him going, 'Are you sure this Julia thing is going to work?' I said, 'Yes. There's a precedent. It's in 1940 in His Girl Friday. It's going to work. People will be able to follow it. Their heads will not split in half. I think it's going to play,'" Soderbergh recalled to Huffington Post. "But I understand from Warner Bros.' point of view that's a weird idea to put a pyramid on top of. It's a little meta."

At least the actors were onboard, as far as he knew.

"If they didn't, they hid it well," Soderbergh said. "But my memory of it was everybody was in on the joke, and happy to be in on the joke. Everyone was trying to find ways to keep enhancing the joke, too. In the scene where they're trying to get her ready and Bruce Willis comes in, all of the guys were trying to come up with ways in which to build this joke."

House Hunters

Rumor had it that the scene in Ocean's Twelve where Catherine Zeta-Jones reunites with her father (and master thief) Gaspar LeMarque was filmed at Clooney's villa in Lake Como, which apparently induced enough FOMO that some people angrily criticized the production for being so lazy.

But no, it was shot at the former home of late Italian cinema titan Luchino Visconti.

Also, they reportedly couldn't get Zeta-Jones and Albert Finney's schedules to match up, so, even though there's a hug, they filmed the big reunion separately and that's why you never see both of their faces at the same time.

Twelve's a Crowd?

Soderbergh acknowledged, "I think with Ocean's Twelve, you could make the argument that I sacrificed the characters, our core group, by introducing two new characters. I took real estate away from the Ocean's gang, and handed it over to two new people [Jones as Detective Isabel Lahiri and Vincent Cassel as art thief François Toulour]. And on top of it, built a very elaborate plot. So I think a lot of people felt like, 'I came to see the guys be sort of the guys, and you took from them!'"

Godfather Style

When it came time to make Ocean's Thirteen—aka "the one we should have made last time," as titled by Clooney, doing the math—Soderbergh's big thrill was working with Al Pacino, who steps in as Willy Bank, the bad-guy hotel owner who the previous bad-guy hotel owner, Andy Garcia's Terry Benedict, also has it in for.

"That's a dream come true and we had a great time," the director told Huffington Post. "He was awesome. That really made it fun."

Barkin Up the Right Tree

Roberts didn't make it to the Ocean's Thirteen party, nor did Twelve's Zeta-Jones (there's always that women's prison down the road, Rusty), so enter Ellen Barkin in true Angie-Dickensonian femme fatale fashion. As Bank's right-hand woman Abigail Sponder, Barkin hones in on Damon's Linus. 

"I didn't even know that scene existed, because it did not exist in the script I read," Barkin told Access Hollywood about the "seducing women of a certain age" scene that involves an awkward hand-brushing-against-chest bit. "It was something that, um, evolved."

Looks Can Be Deceiving

Ocean's Eleven was a bigger challenge for Soderbergh than directing Traffic, the bilingual saga about the bottomless morass that has been the United States' war on drugs that won four Oscars in 2001.

"Not even close," he said in an interview for DGA Quarterly in 2014. "Traffic was not hard. I knew exactly what it was, and I never had a moment's hesitation. The schedule was tight and there were a lot of locations and speaking parts, but it wasn't hard. And Erin [Brockovich] is probably the most pleasurable shoot I ever had. It was the kind of movie I hadn't made before, and just sort of bearing witness to what Julia was doing every day was so much fun. For the first four weeks, we were all in this Holiday Inn in Barstow and I'd come back covered in dirt every day, just smiling.

Ocean's Angst

"But I had days of real agony on Ocean's," Soderbergh continued. "It was a kind of shooting that I hadn't really attempted before. I hadn't built a whole film that needed a very designed, bravura visual approach. And I don't like to storyboard, so I had days of telling [first assistant director] Greg Jacobs, 'Just send everybody away. I don't know how to do this. I need to think about this.'"

Turn the Tables

"There's one scene in the third Ocean's where there are a bunch of people in a hollowed-out cave, and they're all looking at schematics of the hotel," Soderbergh told DGA Quarterly. "You've got eight or nine people around a small table in a small space. And I just keep saying, 'Run it again. Run it again. Run it again.' I've got a viewfinder with a lens on it, and I'm trying to work my way around the space to find the shot that's going to form the central visual premise of the scene. And I just can't come up with a shot. It was horrible."

It was only 10:30 a.m., too early for a lunch break, so he just sent everyone away.

"And I'm sitting there and the cast is gone, and I say, 'Can somebody move this table? I'm sick of looking at this table.' So they take the table out, and I'm walking around and I sit down where the table was and then I realize, oh, the camera is the table. That's it. We called everybody back in and put the camera basically where the center of the table was, and I did a series of two-shots. Shoot, turn, shoot again. We literally did the scene in an hour."

Build It and They Will Come

Weintraub, who in 2007 was the first non-performer to have his hands and feet cast in cement in the courtyard of Grauman's Chinese Theatre alongside Clooney, Pitt and Damon, said it actually wasn't that difficult getting all those big names involved in Ocean's Eleven. "We didn't really have to wrestle anybody," he said in a behind-the-scenes featurette for Eleven and Twelve"They wanted to come. When you have a great project, with a great director—you can get all the stars you want."

Added Soderbergh, "It seemed to me that this was one film that could withstand having a lot of stars in it because it really is an ensemble piece. But we'd have to make sure to get the right stars, the right cast, because they're supposed to have camaraderie, which is very hard to fake. It had to feel like they enjoyed each other's company without having it look like they were having more fun making the movie than you are watching it."

They came close to out-larking the audience, but ultimately everyone had a great time.

But the infectious chemistry among thieves wasn't left up to chance.

Moviestore Collection/Shutterstock

Weintraub explained, "When we went to Las Vegas to start shooting, we made a conscious effort on a production level to have the 11 guys hang out together. It wasn't hard to do because they all liked each other and as soon as they started spending time together away from the set, real friendships developed.

"You can't buy that. When you have actors who can't wait to go to work and work with one another other and be with each other, that's exciting. In all my years in show business, I don't think I've ever had as much fun as I've had on this movie."

And what better time than now, amid the winter of our ongoing discontent, to binge a trio of carefree romps set in Las Vegas and Europe?

Ocean's ElevenOcean's Twelve and Ocean's Thirteen are all currently streaming on HBO Max.

(Originally published Dec. 10, 2019, at 3 a.m. PT)