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Ocean

When Rusty rejoins the poker game to find that Danny has joined them, you can hear Danny talking to one of the people about making the jump from TV to movies and how difficult it must be. That's what George Clooney (Danny) did when he left "ER" (1994).

The part of Frank Catton was originally intended for Danny Glover, who declined the part to appear in The Royal Tenenbaums (2001).

The "TeenBeats" Rusty is teaching to play poker go uncredited. They are Joshua Jackson (best known as Pacey in "Dawson's Creek," a TV teen drama), Holly Marie-Combs (best known as Piper in "Charmed," a TV drama), Shane West (best known as Landon in "A Walk to Remember," a film), Barry Watson (best known as Matt in "Seventh Heaven," another TV drama) and Topher Grace (best known as Eric on "That 70's Show," a TV comedy).

The elevator is actually a card board prop because the casino was too busy to have an elevator held up for the filming.

Rusty Ryan is eating in nearly every scene he is in - on the DVD, there is a commentary by Brad Pitt (Rusty), where he says that during filming, he realized that since his character is so busy, he would have to eat whenever he got a chance, so he and the director decided to have him eating in every scene.

When Rusty is pretending to be a doctor and has just lost his patient in the casino, his melodramatic acting (pulling off his glasses, saying "dammit," etc.) is a good-natured jab at George Clooney (Danny Ocean), who spent many years as a doctor on the TV drama "ER" (1994).

The ring that Brad Pitt wore on his right hand in the film was a gift from ex-wife Jennifer Aniston. He wore it in the film as a way of paying homage to her.

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When Rusty is telling Danny what cons they will need to be doing he goes through some names, all of these actually mean a type of con. At the end he says "Not to mention the biggest Ella Fitzgerald I've ever seen" this means that it will have to be staged in advance in the conning world.

Don Cheadle is not credited for his role as Basher in the opening or closing credits, nor is the character mentioned at all during this time.

The wig Rusty wears as the doctor was used in rehearsals in one of the Austin Powers movies.

The order in which people left the fountain was completely improvised - Steven Soderbergh just told the actors to leave in whatever order they felt was right.

When Benedict is in the vault, you can see a SWAT team member behind Benedict. It was supposed to be Brad Pitt (Rusty Ryan), but Steven Soderbergh didn't want the audience recognizing Pitt, so the filmmakers had George Clooney (Danny Ocean) come in and put on the helmet and walk behind Benedict.

When Saul (posing as Mr. Zerga) collects his briefcase/package one of the "bodyguards" says "ya vas lublu." This is also said in "The Great Escape" (1963) as the only piece of Russian that Danny (Charles Bronson) knows, he translates it as meaning "I love you."

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The two restaurant scenes where Danny and Tess exchange words were filmed at Picasso restaurant at the Bellagio.

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In the scene near the end when Andy Garcia realizes that the police he was watching was a video he gets on the walkie talkie and hears from one of his guards " But what did they do with all that money". The voice heard is actually the voice used in the original version.

In the end, the credits start to roll and the cast is displayed. At the end of the names, it says "Introducing Julia Roberts" - an in-joke by the crew.

In the scene where the crew is mingling around the pool at Rueben's house, "Clair de Lune" can be heard playing in the background. This is the same song that was playing at the end when the crew was standing at the railing watching the Bellagio water show.

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In the theatrical trailer when Danny Ocean is asked by the parole board what he thinks he will be doing when he gets out of prison, he says "well how much do you guys get paid?" This is never shown in the film.

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Quotes

Danny: Does he make you laugh?
Tess: He doesn't make me cry.

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Mistakes

Linus and Rusty are standing in the Botanical Garden at the Bellagio going over Linus' observations. Rusty has a cocktail glass of shrimp in hand. When they change angles he has a plate in his hand, then change back, it's a glass. Full screen version.

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