Jump to: Spoilers (6)
Matt Damon's London street scene, showing Linus walking through London speaking on the phone was shot while Matt Damon was in London filming The Bourne Ultimatum. The Ocean's Thirteen production took advantage of this happy coincidence as they wanted Greco to be a British classmate of Roman Nagel, so having Linus in London played well to the story.
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Towards the end of the film, when Rusty and Danny are in the airport, they each mock each other. Rusty tells Danny to try and keep the weight off in between jobs next time. This is a reference to George Clooney, who put on extra weight for his role in Syriana (2005) and in turn injured his back doing some stunts. Danny tells Rusty, "Settle down and have a couple of kids," which is a reference to Brad Pitt and Angelina Jolie's relationship and children.
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(@ 45:40) The lines that Reuben says to Danny when he wakes up ("I hear cars pulling in. I hear whispering conversations. I hear Linus crying. Why don't you tell me what everyone else seems to know?") are a reference to those spoken by Vito Corleone (Brando) to Tom Hagen (Duval) when he wakes up in The Godfather (1972), which includes Ocean's Thirteen cast member Al Pacino.
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(@ 1:37:15) The numbers that "Mr. Weng" picks to win at the roulette wheel are 11, 12, and 13--a reference to the three "Ocean's Trilogy" titles.
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Matt Damon's brief scene on a London street corner is very reminiscent of the Bourne movies: hand-held camera, European location, cell phone use, even the dialogue ("I've used four identities... I think I'm being followed... I have a name but I don't even know if it's right.").
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The gold cellphone Willie Bank receives from Abigail Sponder is a gold phone which was custom made by Samsung for the movie.
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The phrase "Billy Martin" that Danny mentions to Willy Bank during Reuben's hospitalization is gambling slang for "a second chance." The phrase refers to famed Major League Baseball manager, Billy Martin. Despite his talents as a manager (he led the New York Yankees to two World Series titles), Martin's fiery temper, fueled by his alcoholism, often got him into trouble and, as a result, he was fired multiple times. Despite his character flaws, Billy Martin was always being given "a second chance."
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Danny Ocean makes an appeal on behalf of Reuben Tishkoff by telling Willy Bank "What I want, what's most important to me..." This is the same line that that Michael Corleone uses when making an appeal for his father's safety to Virgil "The Turk" Sollozzo in The Godfather (1972). Al Pacino plays both Willy Bank and Michael Corleone.
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The special scent that Linus puts on his neck to seduce Abigail is noted in a title card as "The Gilroy." This is an in-joke on Tony Gilroy who wrote the screenplays for The Bourne Identity (2002), The Bourne Supremacy (2004), and The Bourne Ultimatum (2007), all starring Matt Damon. Gilroy also wrote and directed Michael Clayton (2007), which stars George Clooney and is produced by Steven Soderbergh.
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(@ 54:00) When Danny and Rusty are reminiscing about meeting Reuben, they wander to the front of the Bellagio and the Bellagio pool. The tune that is playing is "Clair de Lune." This is the same tune (though not the same artist or arrangement) that played at the end of Ocean's Eleven (2001) when the Eleven are watching the dancing Fountains of Bellagio. (@ 54:00) When Danny and Rusty are reminiscing about meeting Reuben, they wander to the Bellagio.
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Based upon the aerial shots of the Bank Casino, it is located near the Planet Hollywood Casino and the Miracle Mile Shopping Center on the Las Vegas Strip. Its location is also confirmed by Terry Benedict, who complains that the Bank Casino "throws a shadow over my pool" (meaning the "dancing waters" pool in front of the Bellagio). Its actual location, shown in an aerial shot, would be across The Strip from the Monte Carlo near the Polo Towers. The Paris Hotel and Planet Hollywood are shown still directly across the street from the Bellagio pool.
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The "Five Diamond Award" is the highest award for hotels and restaurants given out by AAA (formerly the Automobile Association of America). The award--which is sought by Willy Bank (Al Pacino)--is given to less than 1/2 percent of all hotels/restaurants reviewed by AAA. As of 2015, Las Vegas hotels/restaurants had won the second-most Five Diamond Awards, just behind New York City hotels/restaurants.
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The line "You shook Sinatra's hand," mentioned several times in the movie, is a reference to Frank Sinatra, who played Danny Ocean in the original Ocean's 11 (1960).
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(@ 1:54:50) Matt Damon's last line of dialogue is "I'll see you when I see you," a scene-ending line that he also says late in the film Rounders. Brian Koppelman wrote both films.
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Roman Nagel tells Danny and Rusty, 'You're like the Morecambe and Wise of the thievery world, but even they went off the boil after a while.' British comedy duo Eric Morecambe and Ernie Wise pulled in audiences of more than 20 million in their 1970s heyday. Their material is often thought to have deteriorated after 1978 when they left the BBC.
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Al Pacino was director Steven Soderbergh's first choice for the role of Willy Bank. The film's producer, Jerry Weintraub, a friend of Pacino's, persuaded him to join the cast.
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One of Bernie Mac's final acting roles before his death on August 9, 2008, at age 50.
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The Warner Bros. and Village Roadshow logos at the front of the film are styled in homage to the 1970s/1980s intro animation to New York station WOR-TV's "4 O'Clock Movie." The accompanying music is identical.
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When Robert Caldwell receives a phone call from Abigail Sponder about some "suspicious characters," he picks up the phone and says "extension 765." Extension 765 is the name of a company and website owned by Steven Soderbergh.
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Release prints were delivered to theaters with the fake title 'License to Steal."
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The name of Saul's character in the movie is Kensington Chubb. Kensington being a name of the lock type and lock manufacturer and Chubb being a lock and safe maker brand. Obvious nod in the direction of what the Ocean's group basically are: Thieves / locks and safe crackers.
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The fake nose Matt Damon wears is an in-joke reference to The Brothers Grimm (2005), in which director Terry Gilliam wanted the actor to wear a fake nose but the studio vetoed it.
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In order to infiltrate Willy Bank's office and distract Bank, Basher dresses up as the character "Fender Roads." Roads' persona of being a motorcycle stuntman dressed in the colors of the American flag is an homage (or parody) of famed stuntman Evel Knievel. By the same token, Bob Einstein, who portrays FBI Agent Caldwell, is best known for his portrayal of fictional stuntman Super Dave Osborne, which is also a parody of Knievel.
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In "Ocean's Eleven" (2001), Don Cheadle, who is American, affects a thick Cockney (British) accent to play British 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 "Ocean's Twelve" (2004)--as Basher, Linus, and Turk are preparing Tess to impersonate Julia Roberts--Basher is fixated on Tess getting the Roberts' accent right, insisting that if her accent isn't spot on, nobody will believe her performance. In this film, "Ocean's Thirteen" (2007), Basher is frequently seen reading a book about speech and diction, using what he learns to convincingly pull off a passable American accent while impersonating daredevil Fender Roads.
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"Ocean's Thirteen" is littered with references and connections to "The Godfather" trilogy. Al Pacino played both Willy Bank and Michael Corleone; Andy Garcia played both Terry Benedict and Vincent Corleone; and Scott Caan is the son of James Caan, who played Santino "Sonny" Corleone. Reuben (Elliott Gould) also makes subtle references to quotes from "The Godfather" script.
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The helipad scene near the end of the movie was shot at the Warner Bros lot on a 5-foot high platform.
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During the film's climax, several shots are used of various bystanders. One of them is cashing out a rather large amount of chips. It is the same actor who played "Bulldog the bruiser" in Ocean's Eleven (2001), as well as Bernie Mac's attorney in Ocean's 12.
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Ellen Barkin, who plays Abigail Sponder in this film, actually shot a small cameo for Ocean's Twelve (2004). Ultimately cut from that film, it can be seen however on the Blu-ray release (under the additional footage section in the "Meet the Team, Again" sequence).
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When discussing the blueprints of the Bank Casino, Rusty mentions that among the architects responsible for the design was Frank Gehry, with whom Brad Pitt has collaborated personally on several projects at Gehry's Los Angeles studio.
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The entrance to Bank's Casino was actually shot at the Warner Bros Studio lot.
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The film reunites Al Pacino and Andy Garcia after their appearance in The Godfather: Part III (1990).
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Peter Fonda, who had appeared in a deleted scene in Ocean's Twelve (2004), was slated to reprise his role as Bobby in this film, but his work on Ghost Rider (2007) prevented him from doing so.
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As of 2018, Steven Soderbergh's last feature shot entirely on film.
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When the pit boss is leaving the pawn shop, he passes by a sign showing the word "Griffin." The Griffin Agency is famous in Las Vegas for helping casinos spot card counters and cheats. However, in this area of town, The Griffin is a bar located downtown.
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Rusty's ring-tone is "Don't You Want Me" by The Human League.
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Linus makes a joke about the 1973 Château d'Yquem wine. It was produced in between two years (1972 and 1974) of harvests "unworthy to bear the Château's name." He could be hoping that the 1973 wasn't also "unworthy."
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The film's translation in Russia is "13 Friends of Ocean".
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The stuntman who Don Cheadle's character impersonates has the name "Fender Roads." The name is a homonym of "Fender Rhodes," an electric piano developed in the 1940/50s by Harold Rhodes and later by the Fender Corporation.
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Reunites Al Pacino with Sea of Love (1989) co-star Ellen Barkin
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The gold Samsung phone that Willy Bank (played by Al Pacino) covets would appear to be another reference to The Godfather films, in which Pacino starred. Specifically, in The Godfather Part II, a gold rotary telephone was passed around a board room table that included Pacino.
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The stunt man Basher impersonates towards the end of the film is named "Roads." Don Cheadle would later play James Rhodes in Iron Man 2 (2010) and Iron Man 3 (2013) as well as in the Marvel's Avengers movies.
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Benedict fakes an interest in the 'Nuff Said dominoes game. The real Bellagio has a dominoes game called Pai Gow, which comes from China.
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In the letter from Basher read by Linus, Basher has written, "As the band said, 'Two hearts beat as one'." The band in question is U2, and the line is from a song with that title on the album "War."
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Matt Damon's character disguises himself by wearing a large nose. Cyrano de Bergerac, both a historical figure and the subject of a famous play, was well known for having a large nose. George Clooney's uncle, Jose Ferrer, played Cyrano as did Vincent Cassel's (Tolour) father, Jean-Pierre Cassel.
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When talking to Bank about the magnitude of the faux-earthquake made by the tunnel boring machine, Rusty mentions the Billups-Mancini Report. Andy Garcia, who plays Terry Benedict in the Ocean's Trilogy, played Michael Corleone's protegé, Vincent Mancini, in The Godfather: Part III.
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(@ 19:44) Rusty, noting a gambler being tossed from the Bank Casino: "In all fairness, the way he was dressed didn't help." Danny Ocean, disguised none to subtly, in a horrible retro-70s outfit (black turtleneck, oversized chain and pendant, and thick porn-star mustache): "Not very subtle, this guy..."
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(@ 1:08:15) The "Bernie" greeted by Willy Bank is Bernie Yuman who, among many other accomplishments, has been a manager/agent for Siegfried and Roy.
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Aside from Ocean's Eleven (2001), Ocean's Twelve (2004), and Ocean's Thirteen (2007), George Clooney and Brad Pitt also worked together on Burn After Reading (2008) as Harry Pfarrer & Chad Feldheimer, respectively.
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(@ 1:41:25) After the "earthquake" tremors stop, a few seconds of silence occur. Then apparently a craps player shouts out, "Come on 11 !!" A double entendre, though non-sexual in nature. A gambler unknowingly rooting for Ocean's 11?
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(@ 1:32:25) Turk (Caan), in another humorous exchange with his brother Virgil (Affleck), suggests that he has gone out of his way to make peace with Virgil, to offer him an "olive basket." He meant to say that he had offered Virgil an "olive branch."
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Linus tells Reuben that Rusty is pulling an "Irwin Allen"--Irwin Allen being a producer widely popular for his disaster movies and TV shows that depicted ways the world would end. Later, the viewer will see a disguised Rusty telling Willy Bank that his casino could experience an earthquake. At the end of the movie, this "earthquake" provides the excuse for the Eleven's exit plan--allowing all gamblers to leave with their winnings, and not allowing them to re-enter the casino and to lose their winnings back to Willy Bank. Note: Irwin Allen's one technical contribution to the world of film and TV was his pioneering of the "shaky-cam" technique to imply aerial turbulence or an earthquake. His approach was to simply tilt the camera back and forth and to have his actors throw themselves across a set.
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All members of the Caldwell family have portrayed some kind of law-enforcement agent in the three 'Ocean' movies. Linus impersonated an officer of the Nevada Gaming Commission in "Eleven", his mother was a US Marshal in "Twelve", and his father was an FBI agent in "Thirteen".
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The characters make several references to a "Susan B. Anthony" in their heist. This is a reference to the Susan B. Anthony dollar coin manufactured by the U.S. mint in 1979. Similar in appearance and size to a regular quarter and not realizing its worth, many people mistakenly dropped it into quarter (25-cent) slot machines. This Eleven's ruse--setting up a slot machine so that people win millions with the play of a single coin--was set up twice in the film: when the woman in The Bank casino wins the $30M jackpot, and when the VUP wins $11M at the slot machine in the airport.
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If you include Roman and Benedict's active participation in this heist, you get Ocean's Thirteen. Or, you could swap out Reuben (who doesn't participate in the heist), for Bobby Caldwell to make the same number.
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The second of three films in which Matt Damon and Vincent Cassel play adversaries ('Ocean's Twelve' and 'Jason Bourne'). The two films are set in Las Vegas. Damon's character beats Cassel's character in each.
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The odd pattern of François Toulour's skydiving suit: he can stand in front of the wall adjacent to the helipad without being seen by Rusty, the FBI agent, or the movie audience.
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