Has any other popcorn flick boasted a more impressive star-studded cast than Ocean’s Eleven? Well, apart from Ocean’s Twelve, Ocean’s Thirteen, and the female-fronted reboot Ocean’s 8, obviously. There was George Clooney, Brad Pitt, Matt Damon, and Julia Roberts all at the peak of their powers; past and future Oscar favorites Andy Garcia, Don Cheadle, and Casey Affleck; and Hollywood royalty Carl Reiner and Elliott Gould—not to mention a cameo from everyone’s favorite German-American lion tamers Siegfried and Roy. Even better, the remake of the 1960 classic was actually good! Here are 20 little-known facts about the caper that even-out cooled the Rat Pack.
1. Ocean’s Eleven nearly starred the Wilson brothers.
A then-relatively unknown Casey Affleck and Scott Caan more than held their own against their A-list co-stars as siblings Virgil and Turk Malloy. But a real-life pair of brothers were initially tapped to play the crafty mechanics. Yes, director Steven Soderbergh’s first choices for those roles were Luke and Owen Wilson, but the pair had to pass due to their commitments on The Royal Tenenbaums. Owen, in particular, is unlikely to have regretted the decision: Alongside regular collaborator Wes Anderson, he picked up an Oscar nomination for Best Original Screenplay for the dysfunctional family dramedy.
2. Mark Wahlberg turned down a role in the movie.
Mark Wahlberg’s loss turned out to be Matt Damon’s gain as the one-time Calvin Klein model was the first actor to be offered the part of pickpocket Linus Caldwell. However, another remake of a ‘60s classic, Planet of the Apes, proved to be more tempting. Despite the latter’s critical mauling, Wahlberg doesn’t appear to believe he missed out. In fact, he later told Today, “People tell George Clooney it's great, but we all know it sucked ... I made two bad movies instead—Planet of the Apes and The Truth About Charlie—but doing that was better than sitting with Brad and George, telling the press how great everybody is!”
3. Bruce Willis also passed.
Bruce Willis might now be stuck in VOD action movie purgatory. But in 2000, he was still one of Hollywood’s most bankable names. Little wonder, then, that Ocean’s Eleven producers approached him to appear in their star-studded ensemble. Unfortunately for both parties, this approach came just a little too late. Indeed, Willis told WENN, “By the time I got to it, all the good stuff was done and I wanted to play one of the gang.” The tough guy must have gotten a case of FOMO, though, as he did sign up for Ocean’s Twelve, despite the fact the role was a minor one playing himself.
4. George Clooney is not a fan of the original 1960 movie.
George Clooney starred in all three installments of the Ocean’s trilogy and served as executive producer on Ocean's 8. But his commitment to the franchise certainly doesn’t stem from a love of the original movie. In the production notes for Ocean’s Eleven in 2001, Clooney claimed that the 1960 version’s "classic" reputation is only built on its star power: “Everybody will say, you know, ‘Oh, that’s one of my favorite films,’ and I’ll always say, ‘Have you ever seen it?’ The truth is, most people never saw the original Ocean's 11.”
5. Julia Roberts was wooed with a $20 bill.
Back at the turn of the century, when she’d just been awarded the Best Actress Oscar for Erin Brockovich, Julia Roberts was the highest-paid actress in Hollywood. But the fact that she reportedly commanded a $20 million fee didn’t deter Clooney from courting her for the role of Danny Ocean’s ex-girlfriend Tess. In fact, he played upon her costly status by sending her a screenplay attached with a $20 bill alongside the note, “I hear you get $20 a picture now.” Roberts obviously appreciated the cheeky gesture as she signed up for the part and reprised it in the sequel, too.
6. Every actor took a significant pay cut to appear in the movie.
Roberts might not have come on board for just $20. But like her Ocean’s Eleven castmates, her paycheck wasn’t quite as hefty as she was accustomed to. Clooney led by example by offering to cut his salary to get the movie made. "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," Clooney explained to WENN. The gamble paid off: The movie grossed $450 million worldwide—five times its budget and over three times the Ocean’s gang’s haul.
7. Don Cheadle apologized for his accent.
Keanu Reeves in Bram Stoker’s Dracula. Josh Hartnett in Blow Dry. Dick Van Dyke in Mary Poppins. Don Cheadle unwittingly joined the exclusive club of all-time worst English accents ever to grace the big screen thanks to his Ocean’s Eleven performance as Cockney explosives expert Basher Tarr. “His utter dismantling of the British accent is not just bad, it's disastrous,” TIME magazine said in one of the more favorable reviews. Even worse, it was apparently the Oscar nominee’s idea to give the character a London twang. While accepting the 2007 Spirit of Independence Award at the Los Angeles Film Festival, Cheadle apologized for his cinematic crime: "Forgive me! I won’t do it again!"
8. Rusty’s snacking habit was Brad Pitt’s idea.
While Cheadle made things more difficult for himself by giving his character a Cockney accent, Brad Pitt did the same by suggesting that career criminal Robert "Rusty" Ryan should always be snacking. The actor believed that with all the planning that goes into a multi-million dollar casino heist, square meals wouldn’t be an option. Essentially getting paid to eat may sound like the dream, but the scene where Rusty is waiting for Roberts’s Tess had to be re-shot so many times that Pitt ended up consuming a sickly 40 shrimp.
9. There are cameos from two of the original movie’s cast members.
Sadly, the majority of the original film's main cast members, including the legendary Frank Sinatra, Dean Martin, and Sammy Davis Jr., had passed away by the time that Clooney and co. stepped into their shoes in 2001. But eagle-eyed viewers may well have spotted two of its surviving stars in brief cameos. Henry Silva and Angie Dickinson, who played gang member Roger Corneal and Danny’s wife Beatrice Ocean in the Rat Pack version, briefly appear during the boxing scenes filmed at the MGM Grand. It was Silva’s final big screen appearance and Dickinson’s penultimate.
10. Lennox Lewis’s Ocean's Eleven cameo harmed his boxing career.
Lennox Lewis can briefly be seen sparring against Russian giant Wladimir Klitschko in the boxing ring in Ocean’s Eleven. But the two days he spent filming the scene in Las Vegas ended up costing him three world titles and a bumper pay deal worth $75 million—according to his one-time promoter, anyway. Panos Eliades told The Guardian that his former client’s Hollywood detour gave next opponent Hasim Rahman an advantage in the training stakes and ultimately allowed the American to pull off a shock victory. Eliades called Lewis’s timing crazy, adding, “And does he think that Julia Roberts will want to know him now that he's an ex-champion?”
11. Don Cheadle asked not to be credited.
Scan the credits of Ocean’s Eleven and you’ll notice one major name missing. Indeed, Cheadle asked for his performance as Basher Tarr to go uncredited—and not because he was embarrassed about the mess he made of the character’s accent. The actor later explained to Black Star News, “With Ocean’s, there was some stuff that happened behind the scenes that I didn’t like how it went down, so I just said, ‘Take my name off it.’” While what exactly went down has never been confirmed, the rumor mill version is that Cheadle wanted top billing right alongside Clooney, Pitt, and Damon; when he was told no, he allegedly asked that his name be removed completely.
12. Shaobo Qin had never acted before.
Shaobo Qin almost stole the show from under all the A-listers’ noses with his acrobatic performance as The Amazing Yen. Who can forget that gravity-defying backflip in the vault, for example? Remarkably, the China native had never acted before landing his role in Ocean’s Eleven—producers spotted his talents during a rehearsal with the Peking Acrobats in Las Vegas. Qin is one of only two names to appear in all four of the 21st century Ocean’s movies, with Elliott Gould as one-time casino owner Reuben Tishkoff the other (Damon’s cameo in Ocean’s 8 was cut from the final edit).
13. A scene had to be re-shot post-9/11.
The hotel that Tess and Terry see being demolished by explosives is an entirely fictional one named The Xanadu. But when the scene was filmed, the two characters were meant to be witnessing the demise of the New York-New York Hotel and Casino. After the tragic events of 9/11, producers worried that audiences would be reminded of the World Trade Center and so set their CGI team to work to create an alternative just in time for the film’s December release. The original version, however, can still be seen in the DVD special features.
14. The film took over the Bellagio Hotel & Casino.
Las Vegas’s hotels will typically restrict any disruption from film and TV production to the twilight hours. But thanks to producer Jerry Weintraub’s friendship with Bellagio owner Steve Wynn, the Ocean’s Eleven crew were pretty much given free rein. Approximately 30 percent of the hotel’s casino floor would be taken up by the movie shoot at any given time, while its famous fountains, valet parking, and botanical gardens were regularly shut down, too. But director Soderbergh recognized that the Bellagio was handsomely rewarded for being so accommodating, remarking in the production notes, “The movie is like a two-hour commercial for Las Vegas and the hotel.”
15. Steven Soderbergh wasn't sure he was the right director for the movie.
It’s hard to imagine Soderbergh, a pioneering name in independent American cinema—who’d just picked up a Best Director Oscar for Traffic—having job insecurities. But while promoting Ocean’s Eleven, the filmmaker admitted to the BBC that he had doubts about his suitability for the heist caper. “To my mind there is a certain technical standard involved in making a film like this, and I was concerned that I wouldn't measure up, so I made sure that I did a lot of homework,” he said. The movie’s success must have reassured Soderbergh as he also took the reins for 2004’s Ocean’s Twelve and 2007’s Ocean’s Thirteen.
16. The cast was forced to hang out together.
The natural camaraderie between all the heist crew is one of the main reasons Ocean’s Eleven works. And it was built up thanks to the producers’ insistence that all main cast members needed to be as sociable off-camera, too. In the film’s production notes, Weintraub remarked, “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.” Indeed, Pitt and Clooney, in particular, have become renowned for their long-lasting bromance, also appearing together in 2008’s Burn After Reading.
17. A friend tried to steal Bernie Mac’s role.
With friends like Steve Harvey, who needs enemies? In 2003, Bernie Mac revealed to Ebony magazine that the Family Feud host, whom he’d toured alongside for the hit documentary The Original Kings of Comedy, had tried to steal his part in Ocean’s Eleven. Apparently a Harvey representative contacted producers to inform them that their client would be far more suitable for the role of blackjack-dealing conman Frank Catton. "The Hollywood game that we are in, it's a cold game," Mac said. "And the sad thing about it is all of us are doing well, so I don’t really see the problem."
18. It shared a prop with Austin Powers.
Ocean’s Eleven is surely the only example of Pitt having something in common with buck-toothed horndog Austin Powers. The unflattering wig that Rusty sports in a bid to pass as a doctor is the very same one that Mike Myers wore during rehearsals for his comic creation’s first big-screen outing, International Man of Mystery. Pitt reportedly compared the hairpiece, which he complements with a pair of spectacles that also wouldn’t look out of place on the groovy secret agent, to a beaver when first presented with it by the make-up team.
19. The pinch is real.
In one of the film’s most pivotal scenes, Cheadle’s Basher Tarr manages to knock the casino’s entire power source out for several seconds with a device dubbed "a pinch." It may look like the work of fiction, but in fact, production designer Phil Messina got the idea from real-life scientists. He explained in the production notes, “We did a lot of research early on because we wanted to at least have it be based on reality ... 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.”
20. Ocean's Eleven proved George Clooney was a terrible gambler.
While Damon had competed at the World Series of Poker and appeared in the high-stakes drama Rounders before signing up to Ocean’s Eleven, Clooney was a complete gambling novice. The Good Will Hunting star told the BBC that the film’s leading man was reluctant to take a chair at the casino they frequented during filming, and it turns out with good reason. He subsequently lost at blackjack an incredible 25 times in a row. "I was sitting there thinking the mathematical probability of this is mind-boggling, I can’t believe you haven't won yet," Damon said.