While on production in Rome, Brad Pitt and George Clooney were not allowed back into the hotel because the doorman thought they were vagrants after the actors were caught in a rain storm while jogging.
The Night Fox's mansion is on the shores of Lake Como in Italy. The name of the city overlooking Lake Como is Bellagio. The city and the lake were the inspiration for the design of the Bellagio casino in Las Vegas, site of the heist in Ocean's Eleven (2001).
Before filming began, Brad Pitt put out a memo to all crew members stating that they only address George Clooney as his character's name Danny Ocean or Mr. Ocean. Eventually Clooney found out about this and got back at Pitt by putting bumper stickers on the back of his car that read "I'm gay and I vote" and "Small penis on board."
Matt Damon requested, just prior to the beginning of production, that the script be revised, so that his character would have a smaller role in the story. Damon had just finished shooting The Bourne Supremacy (2004), and claimed that he was too exhausted to play a character that had such a major role in the movie. Director Steven Soderbergh denied Damon's request, claiming that he felt Damon's character was integral to the plot, and that giving Damon less screen time would diminish his character's impact on the plot.
The video camera that Yen uses while in the hotel room is a Canon XL1S. For director Steven Soderbergh's low-budget/star-studded indie film Full Frontal (2002), he used the same camcorder to shoot the film and keep the budget low.
The Americans steal only four out of eight paintings off a wall in the villa of The Night Fox. This is done so the empty frames of the stolen paintings form a shape reminiscent of a hand with outstretched middle finger.
The story of this film was taken from "Honor Among Thieves", a screenplay treatment written by George Nolfi that was originally intended to be a John Woo vehicle. When it was decided that Ocean's Eleven (2001) was going to have a sequel, Warner Bros. asked Nolfi to rewrite the script, adjusting it for the Ocean's Eleven characters.
The Pulitzer Hotel in Amsterdam played host to the cast and crew for filming. A picture of George Clooney and Julia Roberts can be found on the wall in Pulitzer's Bar, and the description beneath mentions that the hotel restaurant was used for lobby scenes.
The museum intended to be robbed has the name "Galleria D'Arte di Roma" on the outside, but the building is not actually one of the countless museums in Rome (although some exhibitions are held there), but rather the British School at Rome located in the lands of Villa Borghese.
The white van in which the Fabergé egg is being transported in, is actually from an existing security company, whose name is visible on the side in certain shots (Group 4 Falck). They handle security and emergency services (ambulance and fire brigade) in the UK and Denmark.
Europol is located in The Hague, and not in Amsterdam, as suggested in the movie. The scenes at the Europol office with Isabel were not shot in the Europol building, but rather in the city hall of The Hague. The Hague is about 50km south of Amsterdam.
Shooting in the Netherlands caused some train delays. The Thalys that was used in the film accidentally broke the upper contact wire. Since the wire broke at the point where several wires connected, the power on several tracks was lost. It took two hours to undo the damage.
During the sequence in which the audience is re-introduced to the characters, Reuben Tishkoff (Elliott Gould) is getting a tarot card reading. On the table, the card "Five of Wands" out of the Raider Waite deck can be seen. This card mainly symbolizes an upcoming competition between two parts.
The mark for the first theft in Amsterdam is named Van Der Woude. One of the second unit assistant directors for the film was Basti Van Der Woude. He actually appears briefly in one scene, as the taller of the two suit-wearing gentlemen accompanying Cherry Jones.
Ellen Barkin, who would play Abigail Sponder in the sequel Ocean's Thirteen (2007), actually shot a small cameo for this film. It was ultimately cut. It can however be seen on the Blu-ray release (under the additional footage section, the "Meet the Team, Again" sequence).
The drysuits used by the gang were custom made for the production in two weeks by husband-and-wife team Gareth and Tina Roberts of Gryphon Watersports in Staffordshire, England. Only one of the ten suits ordered had to be fully functioning and waterproof, but the tight deadline still meant that the couple had to work round the clock to get the suits ready in time for the shoot in Amsterdam.
Ocean's 11 (1960) was released at the time that the Rat Pack hit their stride in Vegas, and a 1960's Vegas theme runs through all three films in the Oceans reboot. This which is largely conveyed through the music, which is intended to sound as if it had been lifted directly from that era. The pop music of the pre-Beatles early sixties tended to be a bit on the clean-cut and cheerful side, but the inspiration for the soundtrack was clearly from the late sixties, which has more attitude and conveys a more aggressive feel. In one section it distinctly borrows from one highly popular hit of the latter part of the decade. As the Oceans crew takes the train during the flashback sequence, the music borrows directly from one late-sixties rock hit, including a nod to the main riff from Inna Gadda Da Vida at the beginning end of the action scene, and with the mayhem taking place over a nod to the jam section from the album version of that song.
Brad Pitt called Matt Damon to convince him to do the movie. Damon was going to back out of the movie, since his character didn't have a prime role. Plus, he was coming out of filming the Bourne movie. The script was rewritten for Damon. This led to Linus asking Rusty to take on a bigger part on the next con in the airplane. Mark Whalberg was considered to play Linus if Damon passed.
Although, Brad Pitt and Catherine Zeta-Jones, as well as George Clooney and Julia Roberts portray as couples in this film, these actors have switched partners in other roles. Brad Pitt and Julia Roberts in The Mexican, and George Clooney and Catherine Zeta-Jones in Intolerable Cruelty.
The Bellagio job was not mentioned in Ocean's 11, during the heist. In Ocean's 12 it was referred the Benedict job when they said Tess called it Ocean's 11. There was no mention of the Benedict job in Ocean's 11.
When Bruce Willis is in Tess's hotel room, Linus says to Bruce, "We're looking to come off this pregnancy thing strong. You know, that little statue on the mantle starts smirking at you after a while, know what I'm saying?" Bruce says no, he doesn't. Both Julia Roberts, to whom he refers, and Matt Damon have been awarded Oscars, while Willis has not.
The transportation of the Fabergé Egg is analogous to the real world transport of the Cullinan Diamond in 1905. At 3106 uncut carats, transporting it safely from South Africa to England posed a bit of a problem with regards to security. Detectives from London were placed upon a steamer ship that was rumored to carry the stone, but this was a diversionary tactic. The stone on that ship was a fake, meant to attract those who would be interested in stealing it. The actual diamond was sent to England in a plain box via parcel post.
In the first film, Don Cheadle, who is American, affects a thick Cockney (British) accent to play munitions expert Basher Tarr; an accent that, by Cheadle's own admission, was not very good. Indeed, it was also panned by several movie critics. As an in-joke to the criticism of his Cockney accent, not-so-subtle accent references were written into both sequels. In this film, as Basher, Linus, and Turk are preparing Tess to impersonate Julia Roberts, Basher is fixated on Tess getting the accent right, insisting that if her accent isn't spot on, nobody will believe her performance. In the later third installment of the trilogy, Basher would frequently be seen reading a book about speech and diction, using what he learns from it to convincingly pull off a passable American accent while impersonating daredevil Fender Rhodes.
Topher Grace mentions to Rusty that he "phoned it in" during a movie with Dennis Quaid. Grace actually did do a movie with Quaid, In Good Company (2004), which was released the same month as this film.
As the museum robbery is being planned, the table is surrounded by eleven chairs, corresponding to number of the original team (swapping Tess for Saul) - despite the fact that only nine team members were ever expected to be there. Later, when the three remaining team members meet at the same location, there are thirteen chairs rather than eleven. Shortly afterwards, Saul rejoins them, and then Linus's mother arrives, which comes to a total of thirteen individuals who directly participated in the action aspects of the master plan. While it is most likely a coincidence, there are eight red chairs and eight members of the above thirteen in paired relationships, along with five black chairs and five members without paired relationships. The actual arrangement of the chairs is mainly a design element.