
“You’re either in or you’re out. Right now.”
Bruce Willis was originally cast as Danny Ocean, but had to pull out due to scheduling conflicts. Jon Favreau was offered to write the screenplay but had to decline. Two early casting choices to play Reuben Tishkoff (Elliott Gould) were Sydney Pollack and Dennis Franz. Warren Beatty, Michael Douglas and Ralph Fiennes were all considered for Terry Benedict (Andy Garcia). Matt Damon’s role as the pick-pocket was written for Mark Wahlberg. Don Rickles was an early choice to play Saul Bloom (Carl Reiner) before Alan Arkin was cast – who later dropped out for personal reasons. The role of Frank Catton (Bernie Mac) was originally offered to Danny Glover, who passed so he could be in The Royal Tenenbaums (2001). Ewan McGregor was considered for the role of Basher (Don Cheadle). With the exception of Danny Ocean (George Clooney/Frank Sinatra), none of the principal characters have the same names as their counterparts in the 1960 version. In nearly every scene he’s in, Brad Pitt is eating. Pitt’s idea was that his character Rusty, otherwise would be too busy to eat. Andy Garcia’s line to Pitt, “If you should be picked up buying a $100,000 sports car in Newport Beach, I’m going to be extremely disappointed,” is a reference to the kidnapping of casino owner Steve Wynn’s daughter, Kevyn. The kidnappers were caught spending ransom money in Newport Beach buying a very expensive car with cash. Director Steven Soderbergh wanted to shoot the movie in black and white. Warner Brothers said only if it reduced the budget. He changed his mind.