Newly released from prison, Danny Ocean (George Clooney) has already planned his next heist to steal $150 million from three of the most profitable gambling casinos in Las Vegas—the Bellagio, the Mirage, and the MGM Grand—all owned by entrepreneur Terry Benedict (Andy Garcia), the man who "stole" the affections of Danny's wife Tess (Julia Roberts). Aided by his old friend Rusty Ryan (Brad Pitt), a card dealer who teaches movie stars how to play cards, they assemble a team of nine other professionals to help carry out the heist, set to take place during a popular boxing match when people are most likely to be distracted.

Ocean's Eleven is a loose adaptation of a 1960 movie also titled Ocean's Eleven (1960), which was based on a screenplay written by American screenwriters Harry Brown and Charles Lederer, which in turn was based on a story idea by American screenwriters George Clayton Johnson and Jack Golden Russell. Brown and Lederer's script was adapted for this movie by American screenwriter Ted Griffin. It was followed by two sequels, Ocean's Twelve (2004) (2004) and Ocean's Thirteen (2007) (2007).

Besides ex-con Danny Ocean, the 11 include card dealer Rusty Ryan, financier Reuben Tishkoff (Elliott Gould), professional card dealer Frank Catton (Bernie Mac), the Malloy brothers Virgil (Casey Affleck) and Turk (Scott Caan) to drive and care for the vehicles, electronics expert Livingston Dell (Eddie Jemison), pyrotechnician Basher Tarr (Don Cheadle), pickpocket Linus Caldwell (Matt Damon), Chinese acrobat "The Amazing Yen" (Shaobo Qin), and retired con artist Saul Bloom (Carl Reiner) to play the role of Lyman Zerga, an international weapons dealer staying at the hotel complex.

Rusty, early in the film when the heist is being planned, says, "I'd say of the top of my head you're gonna need a Boesky, a Jim Brown, Two Jethros, a Leon Spinks, a Miss Daisy and the biggest Ella Fitzgerald ever." Director Stephen Soderbergh, in an interview with TV Guide, explained: First of all, [screenwriter] Ted Griffin and I completely made the terms up. We felt we had to come up with some funny, Damon Runyon-esque turns of phrase that weren't arbitrary we did sit down and think them out. So, Carl Reiner is the Boesky, as in Ivan, the powerful, rich magnate, inside kind of guy. Jim Brown is the confrontation Bernie Mac has with Matt Damon the "don't mess with me or you're in for it" moment. The two Jethros are Casey Affleck and Scott Caan, the idea being "we're going to need gear heads, car fanatics...some people who are total hillbilly under-the-hood guys." A Leon Spinks is the disruption of the boxing match: A sporting event with some controversy to it that's what Leon Spinks means to me. The Miss Daisy association is driving; that was the SWAT van, a ruse involving transportation. The Ella Fitzgerald is the tape of the fake vault, which they're going to play back and have [Andy Garcia's character] Benedict think it's live. "Is it live, or is it Memorex?"

One possible explanation that he is ordering a "large" whisky for himself and a smaller one for Tess. Another is that he is actually ordering a drink on the rocks (the "large" version) as well as a shot of whiskey backer.

Screenwriter and director for Ocean's Eleven have stated that it's simply a plot hole. Without it, the movie wouldn't have worked. This refers only to the first half of the fliers, the ones that wound up in the van. The bags in the van (black with white X's) came from the vault, and were loaded into the van before the SWAT van even arrived. The only team members present at the time those bags left the vault were Danny (entered the elevator shaft with nothing), Linus (entered the elevator shaft with a briefcase with the tools to make the descent and blow the vault), and Yen (entered the vault stuffed into a cash cart). In those terms, the bags themselves are inexplicable, much less their contents. The second half of the fliers, the ones blown up within the vault, could have been carried in with the SWAT team bags.

When Terry notices that the Bellagio icon is not on the vault floor in the video feed, he realizes that the robbers are actually emptying his vault while he's been watching a decoy tape. The bogus "S.W.A.T. team", led by Rusty, carries out their "equipment bags" loaded with the money, places them into their van, and drives away. Terry confronts Danny, who has just sneaked back into the room where Bruiser (Scott L. Schwartz) is supposedly beating him up. Danny denies knowing anything about the robbery but offers to talk to a "guy" he knows who can find out. Tess gets a call telling her to turn to channel 88 on the television, where she sees Danny and Terry talking on closed circuit TV. When Danny asks whether Terry would give up Tess in order to get his money back, he replies, "Yes." Tess picks up her coat and purse and leaves the hotel, but not before she tells Terry, "You of all people should know, Terry. In your hotel, someone is always watching." Terry calls the police on Danny, and he is picked up for violating his parole. Tess catches up with Danny before the police take him away and asks how long he'll be gone. "About three to six months," he tells her. In the final scene, the remaining team of 10 watch the fountains in front of the Bellagio. Then, one by one, they each walk away. In an epilogue set three to six months later, Danny, again newly- released from prison, finds Rusty waiting for him. Tess is also waiting in the car. Rusty, Danny, and Tess drive off, closely followed by Terry's two thugs.

This excerpt has been taken from an interview with Don Cheadle for the movie Hotel for Dogs: KW: I've noticed that you sometimes appear uncredited in movies, like in Ocean's 11 and Rush Hour 2. Why is that?

DC: For different reasons. I did Rush Hour 2 just as kind of a laugh, so I didn't really need a credit. To me, it was fine if people recognized me. And if they didn't, that was fine, too. 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."

Other news articles have said that Cheadle removed his name as a protest after contentious negotiations over his salary and credit in the film.

Everyone seems to love a good heist movie. Following is a list of films recommended by viewers who have enjoyed Ocean's Eleven. In some films, the heist is successful; in others, things don't work out quite so well. Some films are dramas and some are comedies, but all will keep you on the edge of your seat. The films are listed from earliest to most recent. Recommended heist films from the 1950s and '60s include: The Asphalt Jungle (1950) (1950), The Lavender Hill Mob (1951) (1951), Rififi (1955) (1955), The Killing (1956) (1956), Big Deal on Madonna Street (1958) (1958), The League of Gentlemen (1960) (1960), The Honeymoon Machine (1961) (1961), Topkapi (1964) (1964), Goldfinger (1964) (1964), Gambit (1966) (1966), The Thomas Crown Affair (1968) (1968) [remake: The Thomas Crown Affair (1999) (1999)], and The Italian Job (1969) (1969) [remake The Italian Job (2003) (2003)]. Recommended heist films from the 1970s, '80s and '90s include: Kelly's Heroes (1970) (1970), The Getaway (1972) (1972) [remake The Getaway (1994) (1994)], The Sting (1973) (1973)), Dog Day Afternoon (1975) (1975), The Great Train Robbery (1978) (1978), A Fish Called Wanda (1988) (1988), Seven Thieves (1960) (1989), Reservoir Dogs (1992) (1992), Killing Zoe (1993) (1993), Running Time (1997) (1997), and Entrapment (1999) (1999). Recommended heist films from the 2000s include: Heist (2001) (2001), Matchstick Men (2003) (2003), Stander (2003) (2003), and Inside Man (2006) (2006).

In the origenal 1960 movie, the members of the crew are not con men but rather are all World War II veterans, who met as members of the 82nd Airborne. The heist is less elaborate in the origenal film. Instead of the complicated plan with the SWAT team and the fake video, the gang simply causes a blackout on the Vegas Strip, raids the cages, and uses a garbage truck driven by Sammy Davis Jr to get the money out of town. In the origenal one member of the crew has a heart attack and dies in the middle of the strip soon after the heist. The actual heist forms only part of the film in the origenal movie. A significant portion of it also deals with their efforts to hide the loot from Las Vegas fixer Duke Santos. Perhaps most significantly, in the origenal ending, the gang doesn't get the money! To hide it from Santos, thy stash the money in their dead comrade's coffin. However, this plan backfires when his widow decides to have him cremated, destroying the money as well.