Daniel Ocean (George Clooney
), a convicted thief, is being questioned by a parole board about his coming release from prison. He claims a reason for his crime was that his wife, Tess Ocean (Julia Roberts
), left him, and when asked what he would do if released from prison, there is no answer.
Ocean is paroled from his New Jersey prison harboring dreams of revenge on Terry Benedict (Andy Garcia
), the man who stole his ex-wife. Benedict owns three Las Vegas casino-hotels: the Bellagio, the Mirage, and the MGM Grand. All three casinos share one vault, and Ocean plans to assemble a crew to take advantage of this.
His first recruit is old friend and blackjack dealer Frank Catton (Bernie Mac
), in Atlantic City. Next, he's off to Hollywood (breaking the terms of his parole, which require him to stay in New Jersey) to reunite with his right-hand man Rusty Ryan (Brad Pitt
). Rusty is skeptical of Danny's plan but pledges his support and his valuable insight. Together he and Danny go over exactly who they will need in their crew and who they will get to finance the operation. The financier turns out to be the flamboyantly wealthy Reuben Tishkoff (Elliott Gould
). Reuben is not interested at first; he says the scheme is unlikely to succeed because of the outrageously tight security around casino vaults. He changes his mind when he learns the target is Benedict, an old enemy of his.
Rusty questions Danny's reasons for the heist, not knowing that Danny's real aim is to take down the man who stole his wife. Danny gives Rusty a contrived and humorous speech to digress from the topic, his secret intact.
With Reuben's financial backing secured, we are introduced to the rest of "Ocean's 11." Blackjack dealer Frank Catton gets a transfer to one of Benedict's casinos in Las Vegas to serve as an inside man. The Malloy brothers, Turk (Scott Caan
) and Virgil (Casey Affleck
), are a humorous pair of car enthusiasts from Utah. In charge of the electronics is the anxious and jumpy Livingston Dell (Eddie Jemison
). Basher Tarr (Don Cheadle
) is Danny and Rusty's top choice for a demolitions man, but his other project and subsequent arrest require Rusty to rescue him from the cops, which he does by impersonating an arrogant ATF agent.
In San Diego they find their "grease man" in Yen (Shaobo Qin
), a circus acrobat. Then they guilt old-timer Saul Bloom (Carl Reiner
) out of retirement in St. Petersburg, Florida. Bloom's role is to sneak explosives into the vault by posing as a crooked international arms dealer who needs a safe place to stash some "precious stones." With 10 people already committed, Danny goes to Chicago to recruit the young but highly skilled pickpocket Linus Caldwell (Matt Damon
), son of the infamous thief Bobby Caldwell. Danny is successful in wooing Linus, and "Ocean's 11" travels to Las Vegas to organize their scheme at Reuben's house. Linus still appears reluctant until Reuben abruptly tells him to "get in the god damn house" with everybody else. Every detail of the plan is laid out for the gang, with the exception of Danny's true motive. Danny believes they can grab over $150 million from Benedict's casinos on the night of a big boxing match.
The team makes camp at the Bellagio and prepares to carry out the theft. They build an exact replica of the vault in a warehouse and Linus is assigned to shadowing Terry Benedict, much to his chagrin. Linus is excited to be included in the group but upset that, with all his skills, he is given little responsibility. During his surveillance of Benedict, he unknowingly reveals Danny's secret to Rusty when he shows Rusty Terry's gorgeous girlfriend, Tess.
Rusty confronts Danny at the warehouse, where Danny admits that Terry and Tess are dating and his intention is to win her back. Rusty is understandably upset and threatens to abandon the project, but Danny assures him the rest of the crew is not in jeopardy of losing their fair share of the score. At this point we see that Tess and Terry's relationship is a little bit awkward and not very close.
Danny confronts Tess in a restaurant and admits to her the reason he is in Las Vegas, which makes her angry. But through this hostile interaction we can see that Tess and Danny are far closer than Tess and Terry could ever be. Danny and Tess have a brief conversation before Terry shows up to join Tess for dinner, oblivious to Danny's intentions toward either his money or his girlfriend.
A disgruntled Linus ignores Terry now and starts following Danny to see what he is hiding, at Rusty's request. Furthering Linus' frustration, when the crew takes a detour in California, he screws up and is responsible for the team nearly getting busted. Back at the hotel, the team is worried because Danny has been "red-flagged" and will now be watched wherever he goes in the hotel. With his anger and embarrassment boiling over, Linus reveals to everyone that Danny is after Tess and that is the reason he was caught, and Rusty confesses to Danny that he told Linus to watch him. With Danny now unable to take a step without being seen, he is a liability and Rusty kicks him off the team. The responsibility of "triggering the vault" is given to Linus, a show of respect he had been dying for, but now that the task is actually conferred upon him, he is nervous. As we find out later, the whole situation was created by Rusty and Danny to give Linus the opportunity to play a key role.
To get close to the vault -- and also to keep Terry distracted -- Linus poses as an agent of the Nevada Gaming Commission who comes to Terry with evidence that the Bellagio is illegally employing a convicted criminal as a dealer. The criminal turns out to be inside man Frank Catton, who drags out the interview by accusing "agent" Linus of racism. Terry is so eager to get back to work after this meeting that when, on the way out, Linus claims to have left something behind in the conference room, Terry leaves Linus to show himself out -- which of course he doesn't. Meanwhile, Danny, hanging around the casino floor, pisses off the thugs Terry has assigned to watch him and they drag him off to a back room to be taught a lesson. The "teacher" is an even bigger thug with whom Danny has arranged a trick: the thug throws himself around the room and makes a lot of noise to convince the guys guarding the door that he's beating Danny up, while Danny exits through the ductwork to surprise Linus in an elevator on the way to the vault.
Fight Night has arrived and, with everything going according to plan, the team prepares to make the robbery. In their replica of the vault they recorded nothing happening. While Rusty, Saul, Turk, and Virgil distract the vault monitors in the security headquarters, Livingston taps into their computer systems so that all they see from then on is a peaceful vault with nothing happening, although it is not the real vault--just the replica.
With everybody doing their part, Basher cuts power across the city by triggering a "pinch" -- a bomblike device that fries circuitry with a huge electromagnetic pulse. Danny and Linus break into the vault, with help from Yen waiting inside, all unseen by the video cameras. Rusty calls Terry to reveal that he is being robbed. Incredulous, Terry goes to his security center to find that nothing is happening, until the monitors switch and show the three men in the vault packing all the money into black duffel bags marked with X's. In reality, the bags are filled with fliers, not money, per the plan. (*It is to be assumed these fliers and bags were brought into the vault by the team. However, it is easy to tell that they in fact bring nothing with them into the vault. This loophole is admitted to by the director in the DVD's Special Features*).
The robbers rig the "money" with explosives and split it into two parts. They threaten to blow up all the money unless Benedict lets them get away with half of it. Upon hearing this, Benedict calls 911 and asks for a S.W.A.T. team, but the team that responds, unbeknownst to Benedict, is the rest of Ocean's crew. (Livingston has hacked their phones and intercepts the 911 call.) Benedict complies with Rusty's demands knowing that the S.W.A.T. team is on the way. With half the "money" in the vault and half the "money" being driven away in a van, Benedict accepts his loss and focuses on catching the culprits by allowing the S.W.A.T. team to enter the vault under cover of darkness. In the dark, the crew stages a confrontation while they are actually loading the real money into bags. During this confrontation, the "money" explodes and Benedict thinks he has lost everything, because the van in which the other half of the money was taken away has also blown up. He comes down to the vault and talks with the S.W.A.T. team on their way out. Here he discovers that both bundles of exploding money were actually just fliers advertising prostitutes. The van was a remote-controlled decoy. He realizes that somebody made a duplicate of his vault, and that he just watched the S.W.A.T. team walk out with ALL of the money.
Terry goes to confront Danny, rightly assuming that he is somehow responsible. Danny slips back into the room where he's supposedly receiving a beating just in time to meet Terry. While never admitting anything, Danny tells Terry that he can get the money back if he's willing to give up Tess, who is watching the scene on closed circuit TV in her hotel room. Terry agrees and Tess is furious. Frustrated beyond belief, Terry gives Danny to the police and he is arrested for violating his parole. Tess finds Danny before the police take him away, and she comes back to him, just as he planned. Everyone in the crew (minus Ocean), $15 million richer, watches the fountain show in front of the Bellagio to the music of Claire de Lune.
Three to six months later, Tess and Danny are reunited outside of the same New Jersey prison from which Danny was released at the beginning of the movie. Rusty drives them off, everyone victorious in every aspect, with Benedict's two thugs in undercover pursuit.