is violating his parole by being in Las Vegas. Tess leaves Benedict and exits the hotel just in time to see Danny arrested. The rest of the team bask in the victory in front of the Fountains of Bellagio, silently going their separate ways one by one. When Danny is released after serving time for his parole violation, he is met by Rusty and Tess. They drive off, closely followed by Benedict's bodyguards, whose presence was noted by Rusty as he and Danny approach Rusty's car. Cast The Eleven In order of recruitment: George Clooney as Danny Ocean, an ex-con who establishes a heist Bernie Mac as Frank Catton, a discredited croupier and con man Brad Pitt as Robert "Rusty" Ryan, Danny's friend and partner in crime Elliott Gould as Reuben Tishkoff, a former casino owner who is Danny's wealthy friend Casey Affleck as Virgil Malloy, a gifted mechanic Scott Caan as Turk Malloy, a gifted mechanic and Virgil's brother Eddie Jemison as Livingston Dell, an electronics and surveillance expert Don Cheadle as Basher Tarr, an explosives expert Qin Shaobo as "The Amazing" Yen, an acrobat Carl Reiner as Saul Bloom, an elderly con man Matt Damon as Linus Caldwell, a pickpocket that aids Danny Others Andy García as Terry Benedict, the owner of three casinos who is Reuben's rival Julia Roberts as Tess Ocean, Danny's ex-wife and Terry's girlfriend Scott L. Schwartz as Bulldog, a huge bruiser working with Ocean Cameos Five television actors make cameos as themselves, being taught how to play poker by Rusty: Holly Marie Combs Topher Grace Joshua Jackson Barry Watson Shane West Jerry Weintraub as Denny Shields, a high-roller gambler Siegfried & Roy as themselves Wayne Newton as himself Henry Silva and Angie Dickinson as themselves (both appeared in the original film) Eydie Gormé and her husband Steve Lawrence as themselves Boxers Wladimir Klitschko and Lennox Lewis as themselves Boxing commentator Larry Merchant and sportscaster James Lampley as themselves Steven Soderbergh as one of the bank robbers with Basher Production In 1987, David Permut, who had produced a film adaptation of the 1950s TV show Dragnet, declared his intention to remake the 1960 film, but the project never materialized. In January 2000, Warner Bros. was reported to be moving forward with Steven Soderbergh on development of an Ocean's Eleven remake, starring George Clooney, Brad Pitt, and Julia Roberts. Johnny Depp was being considered for