A rag-tag group of con artists and ex-cons team up for the heist to end all heists in this high-profile remake of the 1960 Rat Pack favorite. As with its predecessor, Ocean's Eleven opens with its titular hero Danny Ocean ( George Clooney stepping into the Frank Sinatra role) eager for a new challenge. The similarities to the original end there, as Ocean conspires with his old pal Rusty Ryan ( Brad Pitt ) to rob 150 million dollars from an underground vault that serves three of Las Vegas' biggest casinos. Between the two of them, they recruit nine other men, each with his own criminal specialty, to assist in the mission: moneyman Reuben Tishkoff ( Elliot Gould ), card dealer Frank ( Bernie Mac ), pickpocket Linus ( Matt Damon ), aging con artist Saul ( Carl Reiner ), British explosives pro Basher ( Don Cheadle ), techie Dell ( Eddie Jemison ), rude-boy brothers Virgil ( Casey Affleck ) and Turk ( Scott Caan ), and professional acrobat Yen ( Shaobo Qin ). What Ocean doesn't tell the group is that there's another reason he's coordinating the heist: the three casinos they're robbing are all owned by ruthless gambling mogul Terry Benedict ( Andy Garcia ), who just happens to be married to Ocean's former love Tess ( Julia Roberts ). Ocean's Eleven was updated by scribe Ted Griffin and marked the third feature shot by director Steven Soderbergh under the alias Peter Andrews . — Michael Hastings