Still from Ocean's Eleven (2001)
Film 1 of 3 · by Marcus Reyes

Ocean's Eleven (2001): Cast, Plot, Ending and Where It Fits

Ocean's Eleven (2001) is a 116 minute heist film directed by Steven Soderbergh, released in the US on December 7, 2001, starring George Clooney as Danny Ocean and Brad Pitt as Rusty Ryan. It is the second film in release order, after the 1960 original Ocean's 11 that it remakes, and it launched the saga that continued with Ocean's Twelve in 2004.

Image: TMDB
Ocean's Eleven (2001) theatrical poster
US release
December 7, 2001
Runtime
1h 56m
Rating
PG-13 / 12 / M
Director
Steven Soderbergh
Budget
$85 million
Worldwide
$451 million

Ocean's Eleven Trailer

Original Theatrical Trailer

Ocean's Eleven prequel trailer

What Is the Plot of Ocean's Eleven (2001)?

Ocean's Eleven (2001) follows Danny Ocean, a thief fresh out of prison who plans to rob a vault shared by three Las Vegas casinos owned by Terry Benedict. Danny walks out of a New Jersey prison on parole and heads straight into planning the biggest robbery of his career, and the target is a particularly awkward one, because Benedict is now dating Danny's ex-wife Tess.

Danny recruits his old partner Rusty Ryan, and the two bring together a crew of eleven specialists, including a pickpocket, a demolitions expert, a card dealer and an acrobat. The plan is timed for the night of a big boxing match, when the vault holds the most cash it will ever hold. The setup is simple enough to follow without having seen the 1960 film, Ocean's 11 (1960), which this version remakes.

Who Is in the Ocean's Eleven (2001) Cast?

Ocean's Eleven cast

Also starring Carl Reiner (Saul Bloom), Cecelia Ann Birt (Board Member #1 (voice)), Paul L. Nolan (Board Member #2 (voice)).

Ocean's Eleven Stills

Release Dates

MarketDateSource
USDecember 7, 2001confirmedboxofficemojo.com
UKFebruary 15, 2002reportedboxofficemojo.com
AUJanuary 10, 2002reportedthe-numbers.com

Where to Watch Ocean's Eleven

MarketSubscriptionRent or buy
USHBO Max Amazon Channel, YouTube TV, Cinemax Amazon Channel, HBO Max, Cinemax Apple TV channel, Starz Apple TV channelAmazon Video, Apple TV Store, Google Play Movies, YouTube, Fandango At Home, Spectrum On Demand, Plex
UKNetflix, HBO Max Amazon Channel, Now TV Cinema, Netflix Standard with Ads, HBO MaxApple TV Store, Rakuten TV, Amazon Video, Sky Store, YouTube
AUStan, HBO Max, HBO Max Amazon ChannelApple TV Store, Amazon Video, YouTube, Fetch TV

Streaming availability data from JustWatch, checked 2026-11-02.

Who Directed Ocean's Eleven (2001)?

DirectorSteven Soderbergh
WritersTed Griffin
ProducersJerry Weintraub
MusicDavid Holmes
CinematographySteven Soderbergh

Box Office

Budget$85 million
Domestic (US and Canada)$184 million
International$267 million
Worldwide$451 million

Ocean's Eleven box office for every film.

Who Scored Ocean's Eleven (2001) and What Songs Are in It?

David Holmes is the composer of Ocean's Eleven (2001), and the songs around his score run from Berlin's Take My Breath Away to Elvis Presley's A Little Less Conversation.

The other tracks in the film are Spirit in the Sky by Norman Greenbaum and Moon River by Liberace. Holmes also made Gritty Shaker, so his name sits on both the score and one of the film's notable music cues. No standalone soundtrack album for the 2001 film has been confirmed. Music across the whole series is collected at Ocean's Eleven soundtrack.

Ocean’s Eleven: Music From the Motion Picture album cover

Ocean’s Eleven: Music From the Motion Picture

Soundtrack album · Warner Bros. Records · December 4, 2001 · 21 tracks

Cover art via Cover Art Archive

Full tracklist

  1. 1Theme for Young Lovers · Percy Faith and His Orchestra1:02
  2. 2Boobytrapping · David Holmes2:33
  3. 3The Projects (PJays) · Handsome Boy Modeling School, Trugoy (De La Soul), Del (Del Tha Funkee Homosapien)4:13
  4. 4The Plans · David Holmes1:25
  5. 5Papa Loves Mambo · Perry Como2:37
  6. 6Ruben’s In · David Holmes3:06
  7. 7Lyman Zerga · David Holmes1:53
  8. 8Caravan · Arthur Lyman2:25
  9. 9Gritty Shaker · David Holmes3:26
  10. 10Planting the Seed · David Holmes2:12
  11. 11Pickpockets · David Holmes1:31
  12. 12A Little Less Conversation · Elvis Presley1:42
  13. 13Dream Dream Dream · Percy Faith and His Orchestra0:13
  14. 14Stealing the Pinch · David Holmes1:04
  15. 15Blues in the Night · Quincy Jones3:56
  16. 16Tess · David Holmes3:22
  17. 17Hookers · David Holmes1:07
  18. 18$160 Million Chinese Man · David Holmes4:10
  19. 1969 Police · David Holmes4:23
  20. 20Clair de Lune (from “Suite Bergamasque”) · The Philadelphia Orchestra5:00
  21. 21Theme for Young Lovers · Percy Faith and His Orchestra0:45

Sources: musicbrainz.org, themoviedb.org

Ocean's Eleven soundtrack

Ocean's Eleven (2001) Full PlotSpoilers

The full plot of Ocean's Eleven (2001) is a heist told in three stages: the recruitment, the rehearsal and the night of the boxing match. Danny Ocean and Rusty Ryan gather a crew of eleven specialists, and they gain backing from the retired casino owner Reuben Tishkoff.

The team then builds a replica of the vault so that every member can rehearse the job before it happens for real. Linus, the pickpocket, gets close to Benedict, while the others set up the equipment and the disguises the plan demands.

On the night of the match, the crew knocks out power across the city with a device that creates an electromagnetic pulse. During the blackout, members of the crew dressed as a SWAT team enter the vault and bag the cash. At the same time, Benedict's security staff are watching a looped recording of the vault, so Benedict believes the room is still guarded while the real money is carried out.

Benedict works out that Danny is behind the theft and has him arrested for violating parole. The cash is already gone by then, so Benedict is left with no proof and no money. Danny is later released and meets Rusty and Tess outside, and the three drive away while Benedict's men watch.

When Was Ocean's Eleven (2001) Released?

Ocean's Eleven (2001) was released in US theaters on December 7, 2001. The UK release followed on February 15, 2002, and Australia opened the film on January 10, 2002, according to Box Office Mojo and The Numbers.

No premiere event date, city or venue has been confirmed. The film carries a PG-13 rating in the US, a 12 in the UK and an M in Australia.

An official trailer went online in October 2001, ahead of the December opening, as covered by Film Threat. No official studio YouTube upload of that trailer has been confirmed. For the franchise trailer index, see Ocean's Eleven trailers.

Ocean's Eleven (2001) Ending ExplainedSpoilers

In Ocean's Eleven (2001), Danny Ocean's crew steals the casino money during a blackout, and the arrest at the end does not matter because Benedict never recovers the cash. Benedict traces the robbery to Danny and has him jailed on a parole violation, but he is left with no proof and no money.

The logic runs in a straight line, and each step answers a problem set up earlier. The crew builds a replica of the vault so every member can rehearse, which is why the night itself runs without improvisation. The electromagnetic pulse takes out the power across the city, the crew in SWAT disguises walks into the vault and bags the cash during the blackout, and the looped recording keeps Benedict's security staff believing the room is still guarded. By the time Benedict understands what happened, the money is already out of the building. That is why the arrest reads as an inconvenience for Danny rather than a defeat. When Benedict searches the crew, the cash has already been swapped out, so the search turns up nothing.

The parole arrest also fits Danny's position at the start. He leaves a New Jersey prison on parole and is jailed again on a parole violation at the end, yet the second stretch costs him only time, because Benedict has no evidence and no recovered cash to hold against him. In my opinion, this is the film's neatest piece of construction: the one thing that can go wrong for Danny is priced into the plan.

Danny is later let out, and Rusty and Tess pick him up. They leave together, with the money safe, and Danny and Tess are back together. That resolves the personal stake, since Benedict was dating Tess when the job began. The film closes on the gang gathered in front of the Bellagio fountain, which gives a heist built on noise and disguise a quiet final image. The Bellagio was also the real shooting location: producer Jerry Weintraub's friendship with owner Kirk Kerkorian helped the production film inside the hotel, according to Wikipedia, and the cast stayed there.

Compared with the 1960 Ocean's 11, which this film remakes from the story by George Clayton Johnson and Jack Golden Russell, Ted Griffin's screenplay is the version that lets the whole crew walk away clean while the villain is left holding nothing. That clean exit is also what left room for the franchise: Ocean's Twelve followed in 2004, then Ocean's Thirteen, with the spin-off Ocean's Eight fifth in release order. An untitled prequel is also dated for June 25, 2027, and it is covered at Ocean's Eleven prequel. Warner Bros. dated it at CinemaCon on April 14, 2026, and reporting from Motorsport.com places Bradley Cooper filming 1962 Grand Prix scenes for it in Monaco.

Where Was Ocean's Eleven (2001) Filmed?

Ocean's Eleven (2001) was filmed mostly in Las Vegas, Nevada, including at the Bellagio casino, with principal photography running from February 11 to June 7, 2001.

Producer Jerry Weintraub's friendship with Bellagio owner Kirk Kerkorian helped the production film inside the hotel, and the cast stayed there. Shooting also took place in New Jersey, Chicago, Illinois, Los Angeles and Burbank, California, and Florida. The Bellagio is the setting for the closing fountain scene. The robbery itself is covered at the Ocean's Eleven heist.

Ocean's Eleven (2001) Trivia

Mark Wahlberg was first cast as Linus Caldwell but left for Planet of the Apes, and Matt Damon replaced him.

  • George Clooney's commitment to the film led him to turn down Unfaithful.
  • Producer Jerry Weintraub appears in the film as Denny Shields.
  • The film is a remake of the 1960 Ocean's 11, adapted by Ted Griffin from the story by George Clayton Johnson and Jack Golden Russell.

The film took in about $451 million worldwide on a budget of $85 million, according to Box Office Mojo, with about $184 million domestic and about $267 million international. The franchise totals are at Ocean's Eleven box office, and the full series is listed at Ocean's Eleven movies.

Facts

FAQs

Was Ocean's 11 the first one?

No. The first Ocean's 11 was the 1960 film, and the 2001 Ocean's Eleven directed by Steven Soderbergh is a remake of it. The 2001 film is second in release order and starts the main saga that continued with Ocean's Twelve in 2004 and Ocean's Thirteen after that.

Did P. Diddy play in Ocean's 11?

No. P. Diddy is not in the cast of Ocean's Eleven (2001); the billed cast is led by George Clooney, Brad Pitt, Andy Garcia, Matt Damon and Julia Roberts.

Why is Oceans Eleven so good?

Ocean's Eleven is well regarded for its ensemble cast, Soderbergh's direction and its vault rehearsal and blackout heist. The crew builds a replica of the vault, knocks out the city's power with an electromagnetic pulse and fools the guards with a looped security recording, and the cast includes Clooney, Pitt, Damon, Roberts, Garcia, Cheadle and Bernie Mac.

Is Ocean's Eleven worth watching?

Yes, Ocean's Eleven is worth watching: it is a self contained 116 minute heist film rated PG-13 in the US. The setup needs no earlier knowledge, and the film earned about $451 million worldwide on an $85 million budget, according to Box Office Mojo.

Is there a new Ocean's Eleven movie?

Yes, an untitled Ocean's Eleven prequel is dated for June 25, 2027 in the US. Warner Bros. announced the date at CinemaCon on April 14, 2026, and Variety Australia reports that Margot Robbie leads it. Details are tracked on the next movie page.

Where can you stream Ocean's Eleven 2001?

In the US, HBO Max, YouTube TV, Cinemax and Starz channels list the film as subscription options, as checked on November 2, 2026. In the UK, Netflix and HBO Max carry it, and in Australia, Stan and HBO Max do. See where to watch Ocean's Eleven for the franchise overview.