Ocean's Eleven (2001 film)

2001 film by Steven Soderbergh

Ocean's Eleven is a 2001 film, a remake of the 1960 film of the same name which follows a group of cons in their attempt to rob a Las Vegas Casino. The leader of the group, Daniel Ocean, gets together the best of the worst to take a load of money...and something even more precious...from Vegas hot-shot casino owner Terry Benedict. Ocean's Twelve & Ocean's Thirteen are sequels to this movie.

Directed by Steven Soderbergh. Written by George Clayton Johnson and Jack Golden Russell (1960 story), Harry Brown and Charles Lederer (1960 screenplay), Ted Griffin(screenplay)
Are you in or out? taglines

Danny Ocean

  • [At a bar, talking to Rusty] ...And Saul makes ten. Ten oughta do it, don't you think? [Rusty says nothing] You think we need one more? [Rusty still says nothing] You think we need one more. [Yet again, Rusty says nothing] All right, we'll get one more.
  • [Greeting everyone for the first time] Good evening. Welcome. Everybody full? Looks like it. Everybody sober? Close enough. Let me just start by saying that nobody's on the line just yet, but what I'm about to show you is risky and extremely dangerous. If that doesn't sound like your particular brand of vodka, help yourself to as much food as you'd like, have a safe journey, no hard feelings. Otherwise, come with me.

Linus Caldwell

  • [Exposing Frank's criminal past to Benedict while pretending to be from the Nevada Gaming Commission] Apparently, he's got a record longer than my... well, it's long.

Reuben Tishkoff

  • You guys are pros. The best. I'm sure you can make it out of the casino. Of course, lest we forget, once you're out the front door, you're still in the middle of the fucking desert!
  • [After Danny and his crew shows up at his door] Did you guys get a group rate or something?


  • [With another crew, attempts to rob a vault. As he steps inside, the alarm goes off] Oh, leave it out! You tossers! You had one job to do!!
  • A pinch is a device which creates, like, a cardiac arrest for any broadband electrical circuitry. Better yet a pinch is a bomb - now, but without the bomb. See, when a nuclear weapon detonates, it unleashes an electromagnetic pulse which shuts down any power source within its blast radius. Now that tends not to matter in most cases, because the nuclear weapon usually destroys anything you might need power for anyway. But a pinch creates a similar electromagnetic pulse, but without the fuss of mass destruction and death. So instead of Hiroshima, you'd be getting the 17th Century.
  • [scolding Linus for leaving the van when he was instructed to stay] You stupid bastard!
  • Window or aisle, boys? Yeah, we're in deep shit!


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 Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald, ever. Where do you think you’re going to get the money to back this?
Danny: We hit these three casinos, we get our bankroll. Benedict's got a long list of enemies.
Rusty: Enemies with loose cash and nothing to lose? [pauses, then nods] Ah...Reuben.
Danny: Reuben.

Rusty: I need the reason. And don't say money. Why do this?
Danny: Why not do it? [Rusty shakes his head] 'Cause yesterday I walked out of the joint after losing four years of my life and you're cold-decking "Teen Beat" cover boys. [pause] '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 big, then you take the house.
[another pause]
Rusty: Been practicing this speech, haven't you?
Danny: Little bit. Did I rush it? Felt like I rushed it.
Rusty: No, it was good, I liked it. The "Teen Beat" thing was harsh though...I wonder what Reuben will say.
[cuts to Reuben's house]
Reuben: You're outta your goddamn minds! Are you listening to me? You're, both of you nuts! I know more about casino security than any man alive. I invented it. And it cannot be beaten. They got cameras, they got watchers, they got locks, they got timers, they got vaults. They got enough armed personnel to occupy Paris!...Okay, bad example.
Danny: It's never been tried.
Reuben: Ho-ho... "It's never been tried." It's been tried. A few guys even came close. You know the three most successful robberies in the history of Vegas?
Reuben: [v.o.] Number three, the bronze medal. Pencil neck grabs a lock box at The Horseshoe...
[The thief snatches the lockbox, and is almost instantly tackled, the box falling open, spilling cash, which eager customer immediately start grabbing]
Reuben: [v.o.] He got two steps closer to the door than any living soul before him.
[in the present]
Reuben: Second most successful robbery...
[another flashback]
Reuben: [v.o.] The Flamingo in '71. This guy actually tasted fresh oxygen before they grabbed him.
[The thief with a bagful of chips gets within a few feet of the door before clotheslined in the throat with a security guard's baton.]
Reuben: [v.o.] Of course, he was breathing out of a hose for the next three weeks. Goddamn hippie.
[in the present]
Reuben: And the closest any man has ever come to robbing a Las Vegas Casino...
[another flashback]
Reuben: [v.o.] Was outside of Caesar's in '87. He came... he grabbed...
[A man runs out of the casino with an armful of cash. Outside the door, three casino security guards gun him down]
Reuben: [v.o.] They conquered.
[in the present]
Reuben: But what am I saying? You guys are pros. The best. I'm sure you can make it out of the casino. Of course, lest we forget, once you're out the front door, YOU'RE STILL IN THE MIDDLE OF THE FUCKING DESERT!
Rusty: You're right. [Looks at Danny] He's right.
Danny: Reuben, you're right. Our eyes were bigger than our stomachs.
Rusty: That's exactly what it is, pure ego.
Reuben: Yeah, yeah, yeah, blah, blah, blah.
Rusty: Thank you.
Danny: For lunch.
Rusty: The Nicoise was delicious.
Danny: Sorry we bothered you.
Reuben: [shaking hands] Look, we all go way back, and 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 had never been to Belize.
Reuben: [as they are leaving] Give Dominic your addresses. I got some remained furniture I want to send you. Look, just out of curiosity, which casinos did you geniuses pick to rob?
Rusty: The Bellagio, The Mirage....
Danny: The Bellagio, The Mirage and the MGM Grand.
Reuben: [drops his fork] Those are Terry Benedict's casinos.
Rusty: Is that right?
Danny: That's right.
Reuben: You guys... what do you got against Terry Benedict?
Danny: What do you have against him, that's the question.
Reuben: He torpedoed my casino, muscled me out. Now he's gonna blow it up next month to make way for some gaudy monstrosity! Don't think I don't see what you're doing.
Rusty: What are we doing, Reuben?
Reuben: 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 have to be very careful. Very precise.
Rusty: Hmm, Well-funded.
Reuben: Yeah. Ya gotta be NUTS, too. And you're gonna need a crew as NUTS as you are! [pause] Who do ya got in mind?

Danny: We'll need Saul.
Rusty: He won't do it, got out of the game a year ago.
Danny: He get religion?
Rusty: Ulcers.
Danny: ...You could ask him.
Rusty: Hey, I could ask him.
[Scene cuts to Saul in Florida retired, placing a bet at the Dog races. After getting his bet tickets, he takes his seat. Rusty, following close behind, walks up to him]
Saul: I saw you at the paddock before the second race, outside the men's room when I placed my bet. I saw you before you even got up this morning.
Rusty: How you been, Saul?
Saul: Never better.
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?
Rusty: Box seats. Come on.
[Conversation continues in Box Seat]
Saul: So you gonna tell me? Or should I just say "no" and get it over with?
Rusty: Saul you're the best there is, you're in Cooperstown. What do you want?
Saul: Nothing. I got a duplex now. I got wall-to-wall and a 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 get old or we get sloppy. We don't change.
Saul: Quit conning me.
Rusty: [Gestures to the running dogs] Is that your hound way in the rear there?
Saul: He breaks late, everyone knows this. So you gonna treat me like a grownup at least? Tell me what the scam is?
[Leans over and whispers it to Saul and hands him a plane ticket. Saul stares at the plane ticket, not noticing the dogs crossing the finish line]

Danny: [holds up a black wallet] Hello Linus. Whose is this?
Linus: Who are you?
Danny: A friend of Bobby Caldwell's. [produces a plane ticket and places it down on the table] You're either in or you're out. Right now.
Linus: What is it?
Danny: It's a plane ticket. A job offer.
Linus: You're pretty trusting pretty fast.
Danny: Well Bobby has a lot of faith in you.
Linus: Fathers are like that. [pauses, Danny is genuinely surprised] Oh he didn't tell you? He didn't want me trading on his name.
Danny: You do this job and he'll be trading on yours...You don't, we'll find somebody else who won't be quite as good and you can go back to feeling up stockbrokers. [To waitress] Can you get the check, please? [When Danny turns back, Linus has taken the plane ticket that Danny thought he was still holding] That's the best lift I've seen you make yet.
Linus: Las Vegas Huh?
Danny: America's playground.

Reuben: You're Bobby Caldwell's kid? From Chicago?
Linus: Yeah.
Reuben: You like it there?
Linus: Yeah.
Reuben: That's wonderful. Get in the goddamn house.

Danny: Gentlemen: the 3000 block of Las Vegas Boulevard. Otherwise known as the Bellagio, the Mirage and the M.G.M. Grand. Together, they're the three most profitable casinos in Las Vegas.....Livingston. [Livingston brings up Casino blueprints] This is the vault at the Bellagio. Located below the Strip, beneath two hundred feet of solid earth. It safeguards every dime that comes through each of the three casinos above it. [pause] And we're going to rob it.
Linus: Smash-and-grab job, huh?
Rusty: Slightly more complicated than that.
Linus: Well, yeah.
Danny: This is courtesy of Frank Catton, new Black Jack dealer at the Bellagio. Okay. Bad news first. This place houses a security system which rivals most nuclear missile silos. First: we have to get within the casino cages. Which anybody will tell ya it takes more than a smile. Next: through these doors, each of which requires a different six-digit code changed every twelve hours. Past those lies the elevator, and this is where it gets tricky: the elevator won't move without authorized fingerprint identification...
Rusty: Which we can't fake.
Danny: And vocal confirmations from both the security system within the Bellagio and the vault below.
Rusty: Which we won't get.
Danny: Furthermore, the elevator shaft is rigged with motion detectors.
Rusty: Meaning if we were to manually override the lift, the shaft's exit would lock down automatically and we'd be trapped.
Danny: Now once we get down the shaft, though, then it's a piece of cake: just two more guards with Uzis and the most elaborate vault door ever conceived by man. Any questions?
[Yen speaks in Mandarin, basically asking "What about tunneling into the vaults?"]
Rusty: No. Tunneling is out. There are sensors monitoring the ground a hundred yards in every direction. If a groundhog were to nest there, they'd know about it. Anyone else?
Turk: You said something about good news?
Danny: [smiling] The Nevada Gaming Commission stipulates that a casino must hold in reserve enough cash to cover every chip at play on its floor. That means on a week day, by law, it has to carry anywhere between sixty and seventy million dollars in cash and coin. On a weekend, between eighty and ninety million. On a fight night, like the one two weeks from tonight, the night we're going to rob it, at least a hundred and fifty million. Without breaking a sweat. Now there are eleven of us. Each with an equal share. You do the math.
[Virgil whistles]
Rusty: Exactly.
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 a hundred and fifty million dollars in cash on us, without getting stopped?
[everyone looks at Danny]
Danny: Yeah.
Saul: Oh...Okay. [takes a pill to calm his nerves]

Linus: I'll tell you: you guys really can pick em. This guy is as smart as he is ruthless. The last guy they caught cheating in here, he not only sent him up for ten years, but he had the bank seize his house and then he bankrupted his...
Rusty: His brother-in-law's tractor dealership, I heard.
Linus: He doesn't just take out your knees, The guy goes after your livelihood and the livelihood of anybody you ever met.
Rusty: You scared?
Linus: You suicidal?
Rusty: Only in the morning....Now what?
Linus: Here comes the girl. She comes down after him if they're in a snit.
Rusty: Where does she come from?
Linus: The museum up there. She's a curator...oh...here she is...This is the best part of my day. [Tess comes down the stairs and walks past them] ...I still don't know if we can use her yet...actually I haven't even caught her name.
Rusty: Tess
Linus: Huh?
Rusty: Her name is Tess.

[Rusty approaches Danny in the warehouse where they are constructing a replica of the Bellagio vault]
Rusty: We have to talk.
Danny: Ok.
Rusty: Now!
[Rusty and Danny walk outside]
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. [pause] It's not entirely about that. [Rusty turns away, furious] Russ, do you remember what we said back when we first got into this business. We said we were gonna play the game...
Both: 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 - now 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.
Danny: Well, if everything goes according to plan, I won't be the one who will have to make that decision...[Pause] So, how did she look?
Rusty: She looked good.
Danny: Thanks.

Tess: You're 30 seconds late. I was about to send out a search... [Looks shocked to see Danny]
Danny: Hello Tess.
Tess: What are you doing here?
Danny: I'm out.
Tess: You’re out?
Danny: Of prison. You remember the day that I went for cigarettes and didn't come back; you must've noticed.
Tess: I don't smoke. Don't sit.
Danny: Now, they tell me I paid my debt to society.
Tess: Funny, I never got a check.
Danny: You're not wearing your ring.
Tess: I sold it. I don't have a husband or didn't you get the papers?
Danny: My last day inside.
Tess: I told you I'd write...Danny, go now before--
Danny: What? Benedict? [Waiter walks up to table] How you doing? Whiskey and a whiskey
Tess: Danny.
Danny: Tess you're doing a great job curating the museum. The Vermeer is quite good. Simple. Vibrant. Although his work definitely fell off as he got older
Tess: Remind you of anyone?
Danny: And I always confuse Monet and Manet, now which one married his mistress?
Tess: Monet.
Danny: Right, and then Manet had syphilis.
Tess: They also painted occasionally.
Danny: [Smiles at Tess] Alright, I'll make this quick. I came here for you. I want to get on with my life. I want you with me.
Tess: You're a thief and a liar.
Danny: I only lied about being a thief. I don't do that anymore.
Tess: Steal.
Danny: Lie.
Tess: I'm with someone who doesn't have to make that kind of distinction.
Danny: No, he's very clear on both.
Tess: You know what your problem is?
Danny: I only have one?
Tess: You've met too many people like you...I'm with Terry now.
Danny: Does he make you laugh?
Tess: He doesn't make me cry.

Tess: See the people you steal things from, they have insurance to compensate them, they get made whole again, I had to leave New York to get away from what happened. How am I gonna get my five years back Danny?
Danny: You can't. But what you can do is not throw away another five.
Tess: [Cuts him off] You don't know anything.
Danny: Tess, Alright you don't love me anymore, you want to make a life with someone else, fine...I'm gonna have to live with that...But not him.
Tess: Spoken like a true ex-husband.
Danny: I'm not joking Tess.
Tess: I'm not laughing Danny...You have to admit there is a bit of a conflict of interest when you give me advice about my love life.
Danny: Yes..But that doesn't mean that I'm wrong.
Tess: Do you remember what I said to you when we first met?
Danny: You said that I better know what I'm doing.
Tess: Do you? Now? Because truly you should walk out the door if you don't.
Danny: I know what I'm doing.
[Terry Benedict walks up]
Benedict: What are you doing?
Danny: ...Just catching up
Tess: Terry, meet my ex-husband.
Danny: Danny Ocean.
Benedict: Mr. Ocean...
[Danny cuts him off]
Danny: I'm in your seat.
Benedict: Forgive me for being late, a guest required my attention.
Tess: That's fine...Danny was walking through the restaurant and spotted me.
Benedict: Is that right?
Danny: Yeah, imagine the odds.
Benedict: "Of all the gin joints in all the world" You recently were released from prison, is that correct?
Danny: That's right.
Benedict: How does it feel to be out?
Danny: About the same.
Tess: Danny was just about to--
Danny: I just stopped by to say hi to Tess for old times sake.
Benedict: Stay and have a drink.
Danny: [Simultaneously] I can't.
Tess: [Simultaneously] He can't.
[Danny and Tess share a brief smile]
Benedict: Well, then, I don't imagine we'll be seeing Mr. Ocean anytime soon, right?
Danny: You never know.
Benedict: I know everything that's happening in my hotels.
Danny: So I should put those towels back.
Benedict: No, the towels you can keep.
[Benedict gently kisses Tess' hand]
Danny: Good to see you, Tess.
Tess: Take care, Danny.
Danny: Terry.
Benedict: Danny.

Livingston: You've been red-flagged. It means the moment you step on the casino floor, they'll be watching you. Like hawks. Hawks with video cameras.
Danny: This is a problem.
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: You have any idea how this happened?
Linus: I do. He's been chasing Benedict's girl. The two of them got into an argument two nights ago. [to Danny] I was tailing you.
Danny: Who told you to do that?
Rusty: I did. I knew you couldn't leave Tess alone.
Reuben: Wait a minute, who's Tess?
Danny: My wife.
Rusty: Ex-wife.
Saul: Tess is here?
Rusty: I'm sorry. I didn't know if it would sting you, but it did. You're out, Danny.
Reuben: He's out?!
Rusty: It's that or we shut down right now. His involvement puts us all at risk.
Danny: This isn't your call.
Rusty: You made it my call. When you put her ahead of us. You made it mine.
Danny: This is my job.
Rusty: Not anymore.
Reuben: But, but... he can't just be out. Who's gonna trigger the vault?
[Rusty turns to Linus.]
Rusty: Kid, you up for it?
Linus:...I can do it.
Rusty: Alright, let's go. Places at 7, everyone.
Saul: Tess is with Benedict now? She's too tall for him!

Rusty: [giving last-minute tips to Linus] 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: [calling from off screen] Rus?
Rusty: Yeah?
Livingston: Come look at this.
Rusty: Sure. [walks away]

[Danny and Linus prepare to go down the elevator shaft]
Linus: How'd you get here?
Danny: Well, if you give a friend a couple million...
Linus: But what about Rusty, the whole argument? I mean, what was that about? [Danny laughs] Aww, come on, why couldn't you just tell me, why'd you put me through all this?
Danny: Where's the fun in that?

Benedict: [on the phone] Who the hell is this?
Rusty: The man who's robbing you.
Benedict: [To employees] What the hell's going on in the vault?
Employee: Nothing, sir. It's all normal.
Benedict: Show me. [See's everything is okay] I'm afraid your mistaken.
Rusty: Your watching your monitors? Okay, keep watching. [Now monitors show vault being robbed and security knocked out]...In this town, your luck can change just that quickly.

Benedict: All right. Now I have complied with your every request, would you agree?
Rusty: I would.
Benedict: 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. [no response] Hello? [cuts to bar where Rusty's phone is lying on the counter]

Rusty: [as Danny walks out of prison in a tux] I hope to God you were the groom.
Danny: [looking at Rusty's outfit] Ted Nugent called, he wants his shirt back.

[Danny has just gotten 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]


  • Are you in or out?
  • 3 Casinos. 11 Guys. 150 Million Bucks. Ready To Win Big?
  • Place your bets.
  • They're having so much fun, it should be illegal.
  • You do the math.



(in alphabetical order)

Minor Cast

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