Released: December 10, 2004

Directed By: Steven Soderbergh

Screenplay By: George Nolfi

Stars: George Clooney, Brad Pitt, Matt Damon, Catherine Zeta-Jones, Andy García, Don Cheadle, Bernie Mac, Julia Roberts, Casey Affleck, Scott Caan, Vincent Cassel, Eddie Jemison, Carl Reiner, Elliott Gould and a bunch of other marks.

Plot: Daniel Ocean recruits one more team member so he can pull off three major European heists in this sequel to Ocean’s Eleven (2001).

Taglines:  You cross one ocean, you face them all

How did this movie do?
Budget: $110 Million
Box Office: $363 Million

• In the rough working draft of the script, Clint Eastwood was penciled in for a cameo appearance to play the role of Matt Damon’s (Linus Caldwell’s) father, Bobby Caldwell.
  
  
• Peter Fonda filmed a cameo as Bobby Caldwell, Linus’s father, but it didn’t make the final cut.
  
  
• Bruce Willis, who appears as himself in the film, was originally signed to play Danny Ocean in Ocean’s Eleven (2001), but pulled out due to scheduling conflicts.

• The Night Fox’s mansion is on the shores of Lake Como in Italy. The name of the city overlooking Lake Como is Bellagio. The city and the lake were the inspiration for the design of the Bellagio casino in Las Vegas, site of the heist in Ocean’s Eleven (2001).
  
  
• While on production in Rome, Brad Pitt and George Clooney were not allowed back into the hotel because the doorman thought they were vagrants after the actors were caught in a rain storm while jogging.
  
  
• Vincent Cassel did not need a stuntman for the laser dance. He is an expert in capoeira, a Brazilian dance-like martial art, and performed the entire dance himself. The lasers, however, were added in post.
  
  
• PRANK: Before filming began, Brad Pitt put out a memo to all crew members stating that they only address George Clooney as his character’s name Danny Ocean or Mr. Ocean. Eventually Clooney found out about this and got back at Pitt by putting bumper stickers on the back of his car that read “I’m gay and I vote” and “Small penis on board.”
  
  
• PRANK: The fake wake up call is a reference to a prank George Clooney and Brad Pitt often played on Julia Roberts while shooting Ocean’s 11. They would tell her the call time was 5 AM when, in reality, it wasn’t until noon.
  
  
• Steven Soderbergh insisted that this film be made on the same budget as Ocean’s Eleven (2001).
  
  
• The story of this film was taken from “Honor Among Thieves”, a screenplay treatment written by George Nolfi that was originally intended to be a John Woo vehicle. When it was decided that Ocean’s Eleven (2001) was going to have a sequel, Warner Bros. asked Nolfi to rewrite the script, adjusting it for the Ocean’s Eleven characters.
  
  
• Benedict says repeatedly that he wants Ocean’s 11 to pay back what they stole – $160 million – plus interest. It is never stated definitely how much the interest is. But the final check Benedict gets to satisfy the debt is for $198 million, meaning he charged about 24% interest. Given that insurance had already repaid his money, getting robbed was extremely profitable for him.
  
  
• Toulour’s house on Lake Como is actually George Clooney’s house there.
  
  
• Based on Reuben’s total, Yen is $11,000,000 short. Total: $97M Reuben & Saul: Paid-in-Full Turk: $14M short Virgil: $7M Frank: $8M Linus: $7M Basher: $9M Livingston: $6M Rusty: $25M Danny: $10M
  
  
• When Bruce Willis is in Tess’s hotel room, Linus says to Bruce, “We’re looking to come off this pregnancy thing strong. You know, that little statue on the mantle starts smirking at you after a while, know what I’m saying?” Bruce says no, he doesn’t. Both Julia Roberts, to whom he refers, and Matt Damon have been awarded Oscars, while Willis has not.
  
  
• The transportation of the Fabergé Egg is analogous to the real world transport of the Cullinan Diamond in 1905. At 3106 uncut carats, transporting it safely from South Africa to England posed a bit of a problem with regards to security. Detectives from London were placed upon a steamer ship that was rumored to carry the stone, but this was a diversionary tactic. The stone on that ship was a fake, meant to attract those who would be interested in stealing it. The actual diamond was sent to England in a plain box via parcel post.
  
  
• The Americans steal only four out of eight paintings off a wall in the villa of The Night Fox. This is done so the empty frames of the stolen paintings form a shape reminiscent of a hand with outstretched middle finger. The shape the missing photos make could also be interpreted as being quite phallic.
  
  
• Catherine Zeta Jones, answering Rusty’s (Brad Pitt’s) phone, is described as ‘sexy, early Bond.’ The gun she pulls on Rusty in her room, where he’s waiting for her, is a Walther PPK, Bond’s signature weapon.
  
  
• When Linus’s mum is questioning him in her adopted role as an Agent, she chews gum when she’s not speaking. This is similar to Linus when he’s working in Ocean’s Eleven