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3 Guys and a Flick...Movies, Rants, Reviews...Your Welcome. Movie review Podcast
🎙 Podcast Episode 96

Ocean’s Eleven

Join the Guys as they review Steven Soderbergh’s slick 2001 heist comedy starring George Clooney, Brad Pitt, Matt Damon, Julia Roberts, Andy García, and a crew of criminals aiming to rob three Las Vegas casinos in one impossibly stylish score.

Release Date December 7, 2001
Runtime 116 minutes
Director Steven Soderbergh
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3 Guys and a Flick — Episode 96

Ocean’s Eleven (2001)

ⓘ Details

Movie TitleOcean’s Eleven
Release DateDecember 7, 2001
TaglineAre you in or out?
Runtime116 minutes / 1 hour 56 minutes
DirectorSteven Soderbergh
Screenplay Written ByTed Griffin
Based OnThe 1960 film Ocean’s 11, written by Harry Brown and Charles Lederer from a story by George Clayton Johnson and Jack Golden Russell
Is It a Remake?Yes. It is a remake/reimagining of the 1960 Rat Pack heist film Ocean’s 11.
BudgetApproximately $85 million
Box OfficeApprox. $183.4 million domestic / Approx. $450.7 million worldwide
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👥 Main Cast

George ClooneyDanny Ocean
Brad PittRusty Ryan
Matt DamonLinus Caldwell
Julia RobertsTess Ocean
Andy GarcíaTerry Benedict
Don CheadleBasher Tarr
Bernie MacFrank Catton
Elliott GouldReuben Tishkoff
Carl ReinerSaul Bloom
Casey AffleckVirgil Malloy
Scott CaanTurk Malloy
Eddie JemisonLivingston Dell
Shaobo QinYen
Scott L. SchwartzBruiser
Topher GraceHimself
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🏆 Awards

⭐ National Board of Review Winner — Top Ten Films
⭐ Critics Choice Award Nominee — Best Acting Ensemble
⭐ Online Film Critics Society Nominee — Best Ensemble
⭐ Online Film Critics Society Nominee — Best Original Score, David Holmes
⭐ Satellite Award Nominee — Best Actor in a Supporting Role, Carl Reiner
⭐ Art Directors Guild Nominee — Excellence in Production Design for a Contemporary Film
⭐ Costume Designers Guild Nominee — Excellence in Contemporary Film
⭐ MTV Movie Award Nominee — Best On-Screen Team
⭐ César Award Nominee — Best Foreign Film
⭐ No Academy Award, Golden Globe, or BAFTA nominations were verified for the film.
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📖 Short Plot Summary

Fresh out of prison, Danny Ocean violates parole and immediately starts planning a wildly ambitious Las Vegas heist. With help from his right-hand man Rusty Ryan, Danny assembles a specialized crew to rob the shared vault of the Bellagio, the Mirage, and the MGM Grand. The job is risky enough on its own, but Danny’s real motivation gets messier when the casino owner, Terry Benedict, turns out to be dating Danny’s ex-wife, Tess.
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❝ Key Quotes

“You’re either in or you’re out.” — Danny Ocean
“Because the house always wins.” — Danny Ocean
“Ted Nugent called. He wants his shirt back.” — Rusty Ryan
“I owe you from the thing with the guy in the place.” — Rusty Ryan
“You shook Sinatra’s hand. You should know better, Saul.” — Danny Ocean
“I’m not sure what four nines does, but the ace, I think, is pretty high.” — Linus Caldwell
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💡 Trivia

Director

  • Ocean’s Eleven was directed by Steven Soderbergh, who had just won the Academy Award for Traffic.
  • Soderbergh also served as the film’s cinematographer under his frequent pseudonym Peter Andrews.
  • The film mixes caper-movie precision with Soderbergh’s cool, modern visual style and relaxed ensemble pacing.
  • Soderbergh’s version shifts the premise from the Rat Pack’s 1960 Las Vegas to a sleek, early-2000s casino world built around surveillance, timing, misdirection, and charm.

Cast / Casting

  • George Clooney leads the ensemble as Danny Ocean, with Brad Pitt as Rusty Ryan and Matt Damon as Linus Caldwell.
  • The ensemble also includes Julia Roberts, Andy García, Don Cheadle, Bernie Mac, Elliott Gould, Carl Reiner, Casey Affleck, Scott Caan, Eddie Jemison, and Shaobo Qin.
  • Topher Grace, Joshua Jackson, Barry Watson, Shane West, and Holly Marie Combs appear as exaggerated versions of themselves in Rusty’s card-game scene.
  • The remake keeps the “eleven-person crew” concept while giving each specialist a clearer heist function.
  • Don Cheadle is credited for playing explosives expert Basher Tarr, though his Cockney accent became one of the movie’s most debated comic choices.

Soundtrack / Score

  • David Holmes composed the film’s score.
  • The soundtrack combines Holmes’ original music with lounge, jazz, soul, funk, and classic pop selections.
  • The soundtrack album was released in December 2001 through Warner Bros. Records.
  • The film’s use of Claude Debussy’s “Clair de Lune” during the Bellagio fountain ending gives the heist comedy a surprisingly elegant closing note.

Location

  • The main heist targets the Bellagio, the Mirage, and the MGM Grand in Las Vegas.
  • Filming locations included the Bellagio Hotel & Casino in Las Vegas, East Jersey State Prison in Rahway, New Jersey, and locations in Chicago and Los Angeles.
  • The Bellagio’s casino floor, fountains, and luxury atmosphere became central to the film’s visual identity.
  • The film’s Las Vegas setting is treated almost like another star: bright, artificial, risky, expensive, and built for performance.

Behind-The-Scenes

  • The screenplay was written by Ted Griffin.
  • The film was produced by Jerry Weintraub.
  • Warner Bros. released the movie domestically on December 7, 2001.
  • Box Office Mojo lists the worldwide gross at approximately $450.7 million.
  • The success of the film launched Soderbergh’s modern Ocean’s franchise, followed by Ocean’s Twelve and Ocean’s Thirteen.

Nostalgia

  • For many viewers, Ocean’s Eleven is one of the defining “movie star ensemble” films of the early 2000s.
  • The movie’s appeal rests heavily on cool suits, relaxed banter, casino glamour, and the pleasure of watching a crew execute an impossible plan.
  • The Bellagio fountain finale became one of the most recognizable quiet endings in a modern studio heist film.
  • The movie captures a pre-smartphone casino world where surveillance, analog timing, disguises, and old-school cons still feel believable.

Easter Eggs

  • The title and core “eleven thieves” concept come from the 1960 Rat Pack film Ocean’s 11.
  • Saul Bloom’s fake identity, Lyman Zerga, is one of the film’s most memorable old-school con-man details.
  • Terry Benedict quotes the famous “gin joints” line from Casablanca after learning Danny has seen Tess in the casino.
  • The Bellagio fountain ending works as both a victory lap and a reminder that the crew cannot openly celebrate what they pulled off.
  • Rusty is repeatedly shown eating throughout the movie, a small recurring character detail that became one of Brad Pitt’s signature bits in the franchise.

Misc.

  • Ocean’s Eleven is rated PG-13 for some language and sexual content.
  • Rotten Tomatoes describes the film as fast-paced, witty, entertaining, star-studded, and stylish.
  • Metacritic lists the film with generally favorable reviews and a Metascore of 74.
  • Box Office Mojo lists Ocean’s Eleven as the top domestic grosser in the modern Ocean’s franchise.
  • Your 3 Guys and a Flick ratings page lists Ocean’s Eleven as Episode 96, with Don rating it 5.00, Ken rating it 5.00, Jon rating it 3.75, and an overall rating of 4.58.
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🔗 Sources Cited

3 Guys and a Flick — Episode 96: Ocean’s Eleven 3 Guys and a Flick — Ratings IMDb — Ocean’s Eleven IMDb — Full Cast & Crew IMDb — Awards IMDb — Quotes IMDb — Taglines IMDb — Soundtrack IMDb — Filming Locations IMDb — Connections AFI Movie Club — Ocean’s Eleven Box Office Mojo — Ocean’s Eleven The Numbers — Ocean’s Eleven Rotten Tomatoes — Ocean’s Eleven Metacritic — Ocean’s Eleven Box Office Mojo — Ocean’s Franchise Apple Music — Ocean’s Eleven Soundtrack American Cinematographer — Ocean’s Eleven
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