Trivia

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!. 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.

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

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.

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.

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.

The scene of everyone standing around watching the Bellagio fountain and leaving was somewhat improvised, Steven Soderbergh wanted Rusty, Brad Pitt, to leave first. The other actors were told to line up and depart in whatever order felt natural.

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.

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.

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.

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

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

Don Rickles was an early choice to play Saul Bloom.

The boxing match that takes place in the MGM Grand is between Lennox Lewis and Wladimir Klitschko. These two have never fought, but on June 21, 2003, Lewis fought Vladimir's older brother, Vitali Klitschko.

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.

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, the director decided to keep from showing it.

Rusty says to Danny: "Off the top of my head, I'd say you're looking at a Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever!" This list of cons was created by director Steven Soderbergh and a screenwriter that described the type of people and cons needed to knock over the three casinos: Boesky - Saul playing Lyman Zerga. This is a reference to Ivan Boesky, a big-time trader on Wall Street who got caught committing securities fraud. The con is about a wealthy bankroller who has insider information. Jim Brown - the confrontation between Frank Catton and Linus Caldwell, staged to distract Terry Benedict so that Linus can lift the security codes to the vault. Named for the famous American football player Jim Brown. Miss Daisy - the SWAT vehicle used as the getaway car. From the movie title Driving Miss Daisy. Two Jethros (The Beverly Hillbillies) - the Malloy brothers. "Hillbilly gear-head types" hired to take care of Miss Daisy, distraction purposes, and for general two-man work. Leon Spinks - the disruption of the boxing match. This refers to the surprise victory of Leon Spinks over Muhammad Ali. Ella Fitzgerald - the looped tape of the robbery that is played over Benedict's security system. A reference to a 1970s commercial for Memorex, in which a recording of Ella Fitzgerald's voice breaks a glass and the question is posed to the viewer: "Is it live or is it Memorex?"

Early casting choices: Sydney Pollack or Dennis Franz were considered for Reuben Tishkoff. Warren Beatty, Michael Douglas and Ralph Fiennes were all considered for Terry Benedict.

During the several takes it took to shoot the scene in which Rusty and Linus are spying on Tess as she is introduced coming down the stairs, Brad Pitt, who plays Rusty eating shrimps from a shrimp cocktail, ate 40 shrimps.

The script was sent to Julia Roberts with a $20 bill attached. Included was a note from George Clooney that said "I hear you're getting 20 a picture now". This of course is a joke referencing Julia Roberts becoming the highest paid actress at $20 million per picture.

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.

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 - Topher Grace of That '70s Show - Joshua Jackson of Dawson's Creek - Barry Watson of 7th Heaven - Shane West of Once and Again.

Bruce Willis was originally cast as Danny Ocean, but had to pull out due to scheduling conflicts.

Don Rickles was a early choice for the role of Saul Bloom.

The remade "Oceans" series' cast contains three of "People" Magazine's "Sexiest Men Alive:" Brad Pitt (1995 and 2000), George Clooney (1997 and 2006), and Matt Damon (2007) (as well as Casey Affleck, the brother of 2002's SMA Ben Affleck.)

Three members of the cast have appeared on ER (1994). George Clooney played Dr. Doug Ross for the first five seasons of the show, Don Cheadle guest-starred in the show's ninth season as surgical student Nathan, and Shane West who played Dr. Ray Barnett from 2004-2009.

At the end of the movie Danny Ocean (George Clooney) says to Rusty (Brad Pitt) "$13 Million and you drive this piece of shit." During the heist, Benedict (Andy Garcia) is handed a piece of paper that says the vault is holding $163,156,759. In the first meeting of all eleven, Ocean says that they will each get an equal share. Doing simple math, that means Reuben (Elliott Gould) put up about $20 Million in finance to pull off the job.

When Rusty joins the poker lesson to find Danny talking to his students, we hear Danny telling them that it must be hard making the leap from TV to movies. George Clooney did exactly that when he left ER.

The house of cards that Yen builds (while seated on the diving board) is made up of two different brands of playing cards. The cards used on the top-most tier are "A. Dougherty Tally-Ho No. 9" playing cards.

Don Cheadle is uncredited despite having a major role. This is due to a dispute over his billing. Cheadle wanted above the title billing alongside George Clooney, Matt Damon, and Brad Pitt. When he was refused, he refused to credited at all. Cheadle received above the title billing in Ocean's Twelve and Ocean's Thirteen.

Jerry Weintraub:  The producer is talking to Saul at a card table in the casino before he speaks to Benedict.

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.