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TRIVIA

• Matt Damon's part as the pick pocket was meant for Mark Wahlberg.

• The prison Danny Ocean is paroled from - North Jersey State Prison - is actually East Jersey State Prison, formerly known as Rahway State Prison. This facility was the setting of Scared Straight! (1978). There is actually a Northern State Prison located across the highway from Newark (NJ) International Airport. Parole hearings at "Rahway State" are held in a conference room near the inmate dining hall. The area he was having his parole interview was in the "Drill Hall" (indoor gym/recreation area). The cell block that Danny was being escorted from is "3-Wing" - a regular, working cell block. The inmates were either confined to their cells or relocated to other areas of the prison for the filming. The "Officer" escorting Danny out of the cell block and securing the gate, was actually a Lieutenant, and at the time, was the coordinator of the "Scared Straight" program.

• The house used as Ruben Tischkoff's home is in Palm Springs, California. It was designed by architect Quincy Jones and was originally built by a Chicago family. Warner Brothers paid $200,000 for its use in the film.

• George Clooney had a keg of Guinness installed in his dressing room.

• Henry Silva and Angie Dickinson, who both appeared in the original Ocean's Eleven (1960), make cameo appearances during the fight scene.

• Shaobo Qin builds a house of cards on the diving board. Joey Bishop and Akim Tamiroff built a house of cards in the original Ocean's Eleven (1960).

• Sammy Davis Jr. appeared in the original version of this film. Don Cheadle, who appears in this version, played Davis in The Rat Pack (1998) (TV).

• The cast did gamble during off hours. While there's disagreement between who won the most (George Clooney says Matt Damon, Damon says Brad Pitt), Clooney managed to lose 25 hands of blackjack in a row.

• Stephen Carpenter wrote the original draft of the screenplay.

• When Rusty Ryan (Brad Pitt) is teaching the "teen idols" to play poker, all of the actors are actual "teen idols" who were at the time starring in popular TV Shows. They are: Holly Marie Combs from "Charmed" (1998) - Topher Grace of "That '70s Show" (1998) - Joshua Jackson of "Dawson's Creek" (1998) - Barry Watson of "7th Heaven" (1996) - Shane West of "Once and Again" (1999).

• With the exception of the title character "Danny Ocean", none of the principal characters have the same names as their counterparts in the 1960 version of the film.

• Alan Arkin was originally cast as Saul Bloom but dropped out due to personal reasons.

• The scene where Brad Pitt teaches Joshua Jackson and Topher Grace to play poker is spoofed in the Taco Bell commercials "Rules of The Table" and "King of Clubs". The commercials were meant to be so accurate that the very same card table used in the film was tracked down and rented for them.

• Matt Damon punches "1138" on a elevator keypad as a homage to George Lucas's first movie THX 1138 (1971).

• The scene of everyone standing around watching the Bellagio fountain and leaving was improvised. The actors were told to line up and depart in whatever order felt natural.

• Brad Pitt wears a fire tattoo on his left arm. George Clooney sported the same tattoo in From Dusk Till Dawn (1996).

• In nearly every scene Rusty's in, he's eating something. According to Brad Pitt, this is because the whole gang (his character in particular) would be so busy that they'd rarely be able to eat; it was decided that Rusty would just eat all the time. He first mentioned this when he was eating after having worked all day without a break for lunch and was hungry, because he thought it would be a good character trait for Rusty Ryan as well.

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

• Terry Benedict is heard on the phone refusing the request of a "Mr. Levin" to attend the prizefight ringside, saying he should instead watch it on cable TV as "surely he must have HBO." In real life, Gerald Levin is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film's distributor.

• During the scene where the gang is watching the Bellagio fountains, the lake that the fountains perform in was actually drained on one side and a rail/bar was constructed there so that there would be room for each person to walk away, rather than turn and walk straight into the street.

• There is a scene in the trailer in which Danny asks the parole-board members how much they earn a year. This was cut from the movie because the director talked to some actual parole-board members and they all agreed that if a prospective parolee were to make that comment, he'd be denied parole.

• Ewan McGregor was considered for the role of Basher.

• In one of the scenes where the gang is discussing the heist, they are sitting in a house that is actually under the busy streets of Las Vegas.

• Costume designer Jeffrey Kurland based the look of Reuben Tishkoff on his Russian great-uncle.

• Jon Favreau was offered to write the screenplay but turned it down.

• The name of Carl Reiner's character Lymon Zerga sounds like the Spanish phrase "la monserga" which translated into English roughly means, someone who is a pain in the butt.

• The scene where Danny calls his parole officer was originally set to take place inside a crowded deli. However, when the director of photography went outside, he saw a great shot that included the Trump Plaza sign, and changed the scene to include it.

• The "pinch" that Basher uses to knock out Las Vegas's power is based on a device called the z-pinch, which creates a burst of energy (mostly x-rays) by using a magnetic field that "pinches" a column of charged gas particles. However, the movie departs from science in several ways: first, a real z-pinch is much too large to fit in the back of a van; second, a pinch can't create energy out of nowhere, and would need a power source much greater than Basher's "score of car batteries" or anything that would fit inside a van; third, even with such a power source, the electromagnetic pulse (EMP) generated by a real z-pinch is barely powerful enough to knock out an electronic device across a room. In fact, under current science, the only thing capable of generating a city-wide EMP is a genuine nuclear explosion.

• Don Rickles was an early choice to play Saul Bloom.

• George Clooney also begins the film in prison in Out of Sight (1998) and O Brother, Where Art Thou? (2000).

• The ending scene where the characters all stand in front of the Bellagio fountains is borrowed from the ending of The Right Stuff (1983) where the Mercury astronauts all watch a performance by the dancer Sally Rand. The same music ("Claire de Lune" by Claude Debussy) is performed, the characters nod to each other in the same way, and the water fountains mimic Rand's white feather fans. The Right Stuff (1983) director Philip Kaufman receives a thanks at the end of the credits.

• Andy Garcia's line to Brad Pitt, "If you should be picked up buying a $100,000 sports car in Newport Beach, I'm going to be extremely disappointed," is in reference to the kidnapping of Steve Wynn's daughter, Kevyn. The kidnappers were caught trying to spend some of the ransom money in Newport Beach as they attempted to buy a very expensive car in cash.

• 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 "What happened to all that money?" The voice heard is actually the voice used in the original version.

• The Elvis Presley song "A Little Less Conversation" was chosen for the Las Vegas montage because it was identifiable as a Vegas song yet not as obvious as "Viva Las Vegas". One of Elvis's least known songs, it received a remixed version and became a hit on the radio.

• The location where they steal the pinch is not at the California Institute of technology, but at the University of California at Irvine's medical school plaza.

• The shot near the end where the characters are leaving the warehouse after the robbery and walking out into the Las Vegas night is directly borrowed from the HBO film The Rat Pack (1998) (TV) where Frank Sinatra and the other actors walk out of a sound stage after finishing the day's filming on the original Ocean's Eleven (1960).

• When the security guard takes the cart and briefcase into the vault elevator, the computer ID scan shows his names as Joseph Coyle. This is a reference to the real-life Joey Coyle, who found 1.2 million dollars that had fallen off an armored car and attempted to keep it. Coyle's story was made into the film Money for Nothing (1993) starring John Cusack.

• In the theatrical and DVD version of the film the hotel being destroyed, as witnessed in person by Danny and on TV by Basher, is the fictional Xanadu. However, in the 'behind the scenes' making of featurette on the DVD the hotel being destroyed is the New York, New York Hotel and Casino.

• In the first shot of Rusty in Hollywood that we see, he is actually facing a large mural of Frank Sinatra. However, in trying to break free of the original Ocean's Eleven (1960), the director decided to keep from showing it.

• Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.
• Luke Wilson and Owen Wilson were to play the brothers Virgil and Turk, but dropped out to film The Royal Tenenbaums (2001).

• 'Bruce Willis (I)' was cast, but had to pull out due to scheduling conflicts.

• The names of the characters Virgil and Turk, the Malloy brothers, (played by Casey Affleck and Scott Caan) are a reference to Virgil "The Turk" Sollozzo, Al Lettieri's character in The Godfather (1972), in which Scott's father, James Caan, appears.

• In the scene where Rusty is teaching the celebrities to play poker, Joshua Jackson can be seen playing with the skull-ring he wore in the film The Skulls (2000).

• The wig used by Rusty (Brad Pitt) in his disguise as a doctor was Mike Myers's rehearsal wig for Austin Powers: International Man of Mystery (1997).
• The script was sent to Julia Roberts with a $20 bill attached.

• Director Steven Soderbergh originally wanted to shoot the movie in black and white. Warner Brothers said he could if he drastically reduced the filming costs, so Soderbergh changed his mind.

• The painting Terry Benedict and Tess evaluate is a replica of Pablo Picasso's Woman with a Guitar, painted in March, 1914 in Paris, France. The original is at the Museum of Modern Art in New York, New York.

• 2,000 extras were used during the filming of the boxing match scenes.

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