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.
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.
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 (1989). Two Jethros (The Beverly Hillbillies (1962)) - 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?"
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 "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.
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.
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 shrimp from a shrimp cocktail, ate 40 shrimp.
After the casino employee takes the cart containing Yen from the Malloy brothers and gets on the elevator heading to the vault, he scans his card. The name that appears on the digital readout is "Coyle, Joseph". Joey Croyle was a Philadelphia dockworker who gained international fame when he found $1.2 million in unmarked bills that had fallen out of an armored truck. The money was from an Atlantic City casino, meaning Coyle had inadvertently robbed money from a casino.
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.
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.
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.
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.
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.
The brief sequence with Terry and Tess presiding over the demolition of a Vegas hotel, with Danny and Linus looking on and Basher watching on TV originally had the New York, New York Hotel and Casino being brought down by explosives. However in the aftermath of the 9/11 attacks, it was felt this was completely inappropriate, as the image was too reminiscent of the collapse of the World Trade Center towers. The CG backdrop of the collapsing buildings was replaced just before the film's theatrical release with a new fictional hotel called the Xanadu. However the HBO 'behind the scenes' making of featurette, included on the DVD and Blu-ray, was made well before the movie was finished, and actually features the original pre-9/11 version of the sequence showing the New York, New York being demolished.
In the scene where the heist is kicked off with Saul/Lyman Zerga (Carl Reiner) going out in front to take delivery from his couriers, when the handcuff is exchanged to Lyman, there is banter in Russian. One of the phrases that is clearly audible is, "Ya vas lyublyu." Early in the movie The Great Escape (1963), Danny (Charles Bronson) and Sedgwick (James Coburn) try to sneak out with the Russian labor force and Sedgwick asks Danny if he knows any Russian. Danny knows one phrase in Russian: Ya vas lyublyu. According to Danny, it means, "I love you."
The house used as Ruben Tishkoff'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.
After the scene where Linus tells Rusty about Benedict's girl, who Rusty identifies as Tess, Danny's ex-wife, Rusty confronts Danny about it. When he tells them they need to talk, Danny places a handful of the fake chips his team has created in his jacket pocket, presumably to use in the casino.
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 Levine is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film's distributor.
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 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.
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.
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.
Tess makes her entrance descending the grand staircase in Bellagio's Conservatory. This staircase was torn down two years after the movie was released (and only five years after Bellagio opened) to make way for a passage to the new Spa Tower wing of the property.
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 11 (1960), the director decided to keep from showing it.
The 'California Institute of Advanced Science', from which the team steals a 'pinch' to create an electromagnetic pulse, is the Gillespie Neuroscience Research Facility on the campus of the University of California at Irvine.
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.
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.
The trivia items below may give away important plot points.
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. This leads to a gag at the end of the film where Rusty gets heartburn and throws the food away.
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 classical music piece "Clare de Lune" by Debussy bookends the gang's heist. It is playing at the pool party immediately before they go inside to hear Ocean's plan for the robbery and it plays again as they're watching the fountains at the Bellagio after they've pulled the job off.