What happens in Vegas ... sometimes never stops happening. It has been exactly 10 years since 'Ocean's 11' opened (on December 7, 2001), but the movie remains ubiquitous on TV, as do its two smash sequels. Plus, there's no getting away from its all-star cast -- including George Clooney, Brad Pitt, Julia Roberts, and Matt Damon -- or from director Steven Soderbergh, whose ongoing career successes (as with this year's 'Contagion,' starring Damon) make us skeptical of his threats to retire from filmmaking. Still, as many times as you've watched Soderbergh's remake of the 1960 Rat Pack heist caper, there are still things you may not know, like whether there's really such a device as a "pinch" that can knock out a city's power grid with an electromagnetic pulse, how wretchedly Clooney fared at the tables of an actual casino, what in the film was altered in the aftermath of 9/11, or what the heck Pitt meant by "a Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever." You can learn the answers ahead. Are you in or are you out?

1. The 1960 'Ocean's 11' was more fondly remembered for the Rat Pack's joshing around and in-jokes than for actually being an entertaining or credible heist picture. Cast in the lead role once played by Frank Sinatra, Clooney remarked, "The guys in the original film are great, but the movie doesn't really work on any level." He added, "Maybe we'll make up for not being as cool as Sammy [Davis Jr.], Frank and Dean Martin by having a better script." Soderbergh agreed, telling Clooney, "If this movie feels smug, we're dead. We can't be seen as just getting by on attitude."

Excerpt from 'Ocean's 11' (2001)

2. After Soderbergh's stunning successes in 2000, in which he released both 'Erin Brockovich' and 'Traffic' (the latter of which earned him Best Director), it seemed every star in Hollywood wanted to work with him. Names initially attached to 'Ocean's 11' included Mark Wahlberg (ultimately replaced by Damon) and Alan Arkin (Carl Reiner ended up with his role). Also supposedly up for parts were Danny Glover and Owen and Luke Wilson, but all three ended up making 'The Royal Tenenbaums' while Bernie Mac, Scott Caan, and Casey Affleck took their places. Even Bill Murray was supposedly going to show up and do his old lounge crooner character from 'Saturday Night Live.' Bruce Willis' name was also mentioned, but Soderbergh denied he'd ever approached the 'Die Hard' star; Willis did appear in 'Ocean's 12' as himself.

3. The role of explosives expert Basher Tarr was originally written for a British actor. Still, Don Cheadle seemed an apt choice. Not only had Cheadle already worked with Soderbergh and Clooney in 'Out of Sight,' but he'd also played Sammy Davis Jr. in the made-for-cable movie 'The Rat Pack.'

4. Fresh off her Oscar-winning role in Soderbergh's 'Erin Brockovich,' Roberts was eager to join the cast, even though (like the other A-listers on board) she had to accept less than her usual fee in order for the production to afford all of them. By then, she was earning as much as $20 million per movie. Clooney sent her a script with a note attached: "I hear you're getting 20 a picture now." Also attached: a $20 bill.

5. The most obscure member of the cast was Shaobo Qin as the stage acrobat who joins the crooked crew. A real-life member of the Peking Acrobats, Qin was just 19, with only eight years of professional acrobatics under his leotard, when he made his movie debut on 'Ocean's 11.'

6. Soderbergh shot the film himself; the cinematography was credited to his frequent alias, "Peter Andrews."

7. Soderbergh also cast himself in a tiny role as one of the safecrackers chewed out by Cheadle in the sequence where we first meet Basher, as his team tries to rob a bank vault.

8. Henry Silva and Angie Dickinson, both of whom had prominent roles in the 1960 version, have blink-and-you'll-miss-it cameos in the 2001 version, as spectators at the boxing match.

9. Other stars playing themselves: Topher Grace, Joshua Jackson, Barry Watson, Shane West, and Holly Marie Combs (as Pitt's celebrity poker pupils); Vegas fixtures Wayne Newton, Steve Lawrence, Eydie Gormé, and Siegfried & Roy; and boxers Vladimir Klitschko and Lennox Lewis.

10. Cheadle's cockney accent rival's Dick Van Dyke's in 'Mary Poppins' for the Bad British Accent Hall of Fame. The actor admitted that his accent in the 'Ocean's' trilogy is "truly terrible," despite his best efforts. "I really worked on that accent," he insisted. "I went to London and I spoke to people. I thought I got to know it, but it turns out I couldn't get it." After the first movie, he said, "I wanted to change it, but my agent said no. So I'm stuck with this thing and everyone laughs at me."

11. Despite her eagerness to be cast in the film, Roberts said she felt a little apprehensive about being the only woman among a cast of mischeivous fratboys. "I felt like the tomboy sister with all these motley brothers," she said. "It does make you paranoid when you walk into your room every night thinking, 'What has been booby-trapped?'" Among the pranksters, she said, "George is certainly the ringleader."

12. There are few direct references to the 1960 film in the remake. Among the principal characters, only Clooney's "Danny Ocean" shares his name with a character in the original.

13. Pitt's character is almost always seen eating, a trait that led to a noticeable continuity error in the movie. Throughout the sequence where Pitt first spots Roberts, he's eating shrimp cocktail out of a goblet. As the camera cuts back and forth among Pitt, Roberts, and Damon, the goblet is unaccountably replaced by a plate, then goes back to being a goblet. Clearly, the scene required multiple takes, so many, in fact, that Pitt had to eat 40 shrimp before the scene was fit to print.

'Ocean's 11'

14. When Danny and Rusty (Pitt) first discuss the personnel they'll need to pull off the elaborate robbery, Rusty says, "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!" The references don't become clear until much later, when each conspirator's role is revealed. "Boesky," as in Wall Street fraudster Ivan Boesky, is an apparent reference to Reiner's con man Saul. "Jim Brown" (as in the 'Dirty Dozen' star) seems to refer to the confrontational distraction provided by blacklisted blackjack dealer Bernie Mac. "Miss Daisy" seems to be the getaway vehicle. The "two Jethros" are the hillbilly-like gearheads played by Caan and Affleck. "Leon Spinks" refers to the boxing match upset, caused in this case by a power blackout. And "Ella Fitzgerald"? It has to do with the videotaped robbery passed off as the real thing, a reference to Fitzgerald's famous audiotape commercials in the 1970s in which a mere recording of the jazz singer's high notes was enough to shatter a glass, prompting the slogan, "Is it live, or is it Memorex?"

15. For all the effort not to duplicate the backslapping insider perspective of the Rat Pack version, the 2001 'Ocean's' is still full of in-jokes. One has casino mogul Terry Benedict (Andy Garcia) refusing a phone request by a Mr. Levin for ringside seats at the fight, quipping, "Surely he must have HBO." The reference is to then-AOL Time Warner CEO Gerald Levin, who oversaw both HBO and Warner Bros., the movie's distributor.

16. Another in-joke: Garcia's character, loosely inspired by Vegas mogul Steve Wynn (the real owner of the Bellagio, where much of the action takes place) warns Rusty, "If you should be picked up buying a $100,000 sports car in Newport Beach, I'm going to be extremely disappointed." That's a reference to the 1993 kidnapping of Wynn's daughter Kevyn. She was released unharmed after just a few hours when Wynn paid a $1.45 million ransom. The abduction's mastermind was caught six days later as he tried to pay cash for a $200,000 Ferrari in Newport Beach, California.

17. One last in-joke: the closing credit that reads "and introducing Julia Roberts as Tess," as if 'Ocean's 11' had been the longtime A-lister's movie debut.

18. A key plot element is the "pinch," a device stolen from a physics lab that creates an electromagnetic pulse strong enough to black out Las Vegas for nearly a minute. In reality, you can indeed find a pinch at a physics lab, but it's too big to fit in a van, it uses too much juice to be powered by a string of car batteries, and its electromagnetic pulse is too weak to shut down electricity outside of a radius of a few feet. In fact, the only electromagnetic event that would create a pulse strong enough to shut down a city's power grid is a nuclear explosion.

19. In the initial edit of the movie, developers demolish the New York, New York casino (with its hotel built to resemble the towers of the Manhattan skyline) in a massive special-effects explosion. After 9/11, however, blowing up New York skyscrapers didn't seem like the best idea, and the movie was quickly re-edited so that the demolished hotel was the fictional Xanadu.

20. During their downtime, the stars of the film tried their hand at gambling. Damon claims he saw Clooney lose 25 straight hands of blackjack and that he had to cover the leading man's losses when the dealer wouldn't take an IOU.

21. Altogether, the movie cost a reported $85 million -- cheap, considering the cast's combined starpower. It was an instant hit with critics and audiences, earning a total of $183 million in domestic ticket sales and a worldwide total box office of $451 million. It's the most lucrative hit of Soderbergh's two-decade career.

22. Soderbergh likes working with the same stars over and over. Including the 'Ocean's' trilogy, he's made three movies with Grace; four movies each with Pitt, Roberts, and Elliott Gould (casino mogul Reuben Tishkoff); five each with Cheadle and Eddie Jemison (electronics expert Livingston Dell); and six each with Damon and Clooney. Soderbergh and Clooney were also production partners in Section Eight, whose movies include Clooney vehicles 'Syriana,' 'Good Night and Good Luck,' and 'Confessions of a Dangerous Mind.'

23. 'Ocean's 11' screenwriter Ted Griffin went on to script such con-artist capers as 'Matchstick Men' and this year's 'Tower Heist.'

24. Looking for a non-clichéd song to play during the movie's establishing shots of Las Vegas, Soderbergh used 'A Little Less Conversation,' a barely-remembered Elvis Presley single from 1968. The tune's prominent use in the film prompted Dutch DJ Junkie XL to create a remix, which became a chart-topping single all over the world in 2002, 25 years after Presley's death.

25. When 'Ocean's Eleven' opened, the last surviving member of the Rat Pack from the original 1960 film weighed in. "Give me a break," Joey Bishop said. "There will only ever be one Rat Pack. It's a joke. All they are doing in the remake is a cheap impersonation of the original Rat Pack. People knew about Frank and his broads and Dean and his drinking. They knew that we partied together. With the new version, you've got five or six people who never had any association with each other off screen." Since then, however, Clooney, Pitt, Roberts, Damon, and Soderbergh did seem to become fast friends and frequent collaborators, only with less boozing and broad-chasing and more practical jokes. Clooney might not be Chairman of the Board, but he's pretty clearly the king of Hollywood.

[Photos: Everett]



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