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Ocean's Eleven Movie Script

Writer(s) : Ted Griffin, George Clayton Johnson, Jack Golden Russell, Harry Brown, Charles Lederer

Genres : Comedy, Crime, Thriller

Search IMDb : Oceans Eleven


           
                       OCEAN'S 11

                     screenplay by

                      Ted Griffin




               based on a screenplay by

           Harry Brown and Charles Lederer


                         and


                     a story by

     George Clayton Johnson & Jack Golden Russell




                               LATE PRODUCTION DRAFT

                               Rev. 05/31/01 (Buff)

    OCEAN'S 11 - Rev. 1/8/01


    FADE IN:


1   EMPTY ROOM WITH SINGLE CHAIR                                  1

    We hear a DOOR OPEN and CLOSE, followed by APPROACHING
    FOOTSTEPS. DANNY OCEAN, dressed in prison fatigues,
    ENTERS FRAME and sits.

                               VOICE (O.S.)
               Good morning.

                               DANNY
               Good morning.

                             VOICE (O.S.)
               Please state your name for the
               record.

                               DANNY
               Daniel Ocean.

                             VOICE (O.S.)
               Thank you. Mr. Ocean, the purpose
               of this meeting is to determine
               whether, if released, you are
               likely to break the law again.
               While this was your first
               conviction, you have been
               implicated, though never charged,
               in over a dozen other confidence
               schemes and frauds. What can you
               tell us about this?

                             DANNY
               As you say, ma'am, I was never
               charged.


2   INT. PAROLE BOARD HEARING ROOM - WIDER VIEW - MORNING         2

    Three PAROLE BOARD MEMBERS sit opposite Danny, behind a
    table.

                             BOARD MEMBER #2
               Mr. Ocean, what we're trying to
               find out is: was there a reason
               you chose to commit this crime, or
               was there a reason why you simply
               got caught this time?

                             DANNY
               My wife left me. I was upset.    I
               got into a self-destructive
               pattern.

                                                    (CONTINUED)

    OCEAN'S 11 - Rev. 1/8/01                                 2.

2   CONTINUED:                                                     2

                               BOARD MEMBER #3
                 If released, is it likely you
                 would fall back into a similar
                 pattern?

                               DANNY
                 She already left me once. I don't
                 think she'll do it again just for
                 kicks.

    Glances dart between the Board Members.

                               BOARD MEMBER #1
                 Mr. Ocean, what do you think you
                 would do if released?

    Danny considers.

                               DANNY
                        (deadpan)
                 I don't know. How much do you
                 guys make a year?


3   INT. MINIMUM-SECURITY PRISON - CHECK-OUT STATION - DAY         3

                                  GUARD #2
                 Ocean, Daniel.

    Danny steps forth, and GUARD #1 doles out his possessions
    and a form certifying their return to Danny.

                                  GUARD #2
                 Sign.
                        (adding a piece of
                          mail to the pile)
                 This came today for you. Rest'll
                 be forwarded to your parole
                 officer.

                               GUARD #1
                        (reading its return
                         address over Danny's
                         shoulder)
                 Those your lawyers?

                                  DANNY
                 My wife's.

    He opens the letter, and as his eyes gaze over the papers
    within, he smirks just a little.

                                  GUARD #1
                 What's it say?

                                                     (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                 3.

3    CONTINUED:                                                    3

                                DANNY
                  I'm a free man.


4    INT. CHANGING CUBICLE                                         4

     Danny pulls on civilian clothes and there's not a bare
     thread among them. He tugs his cuffs and smiles: The
     old skin feels good. One last item to don: a silver
     wedding band. Danny considers it. Will he put it on?


5    EXT. MINIMUM-SECURITY PRISON - FRONT GATE - AFTERNOON         5

     A sign reads: "NEW JERSEY STATE MINIMUM-SECURITY
     CORRECTIONAL FACILITY." Someone has graffitied below it:
     "If you were in prison, you'd be home now."

     The great metal door opens, and Danny stands within its
     frame, ready for release. (If it matters -- and if you
     notice -- he's wearing his wedding ring.)

     He hovers   there for a moment, on the precipice of
     freedom.    The WIND WHISTLES a little on the other side of
     the gate,   and the view ahead is not pleasant (New
     Jersey):    Life is hard out there.

     But Danny musters his courage, then takes his first step
     into free America...


A6   EXT. ATLANTIC CITY BOARDWALK - DUSK                           A6

     Any empty wintery boardwalk.


6    INT. CASINO (ATLANTIC CITY) - NIGHT                           6

     ... And his wingtip lands squarely on plush red
     carpeting.

     As we PULL UP TO Danny's face and SPIN AROUND him, we
     hear, then see the BUZZ of a CASINO floor: the HUM of
     CONVERSATION, the DING-DING-DING and THUNK-THUNK-THUNK
     from the SLOTS, the brisk WHIR of SHUFFLED CARDS.

     And to Danny, it's a hearth and fire and a comfy chair
     and a snifter of brandy. He's home.


     ON DANNY'S WALLET

     As he pulls out several crisp one hundreds, sets them on
     green felt, then sees them replaced by a neat pile of
     chips.

                                                             4.

7   AT BLACKJACK TABLE                                            7

    Danny cranes his neck about the casino, looking for
    someone -- a friend, somebody who should be here -- but
    without success. He turns his attention back to his
    cards, and the cards of the dealer.

    Nine-ten. Stay. Dealer -- seventeen. Danny wins.
    King-four. Dealer shows a six. Stick. Dealer busts.
    Queen-ace. Twenty-one. Danny wins again.

    A second dealer relieves the first, and Danny recognizes
    him with a smile -- this wasn't the friend he was
    scouting for, but two hours out of the joint any familiar
    face is welcome.

                               DANNY
              Hello, Frank.

    The new dealer (FRANK CATTON) glances up at Danny, and
    his eyes go wide, like a priest who's discovered he's
    dealing communion wafers to the pontiff himself. He
    quickly hides his astonishment.

                            FRANK
              I beg your pardon, sir. You must
              have me confused with someone
              else. My name is Ramon. See?

    He taps the name embroidered on his vest, although he is
    the most African-looking Ramon you've ever seen. A pit
    boss circles close by and glares at them both.

                            DANNY
              My mistake...
                     (collecting his chips,
                      doubled)
              Table's cold anyway.

                            FRANK
              You might try the lounge at the
              Grand, sir. It gets busy around
              one.

                               DANNY
                        (as he goes)
              Thanks.


8   INT. LOUNGE AT GRAND                                          8

    Danny checks his watch -- 12:58 -- then the lounge around
    him: prison had more nightlife. He nurses a bourbon,
    folds back the New York Times and scans.

                                                  (CONTINUED)

    OCEAN'S 11 - Rev. 10/24/00                               5.

8   CONTINUED:                                                     8

    His eyes move down the page and stop at a header --
    "Vegas' Paradiso to be Razed; Former Owner Denounces
    Plans" -- accompanied by two photographs...

    The first: Tan, well-coiffed developer and new owner of
    the Paradiso, Terry Benedict, with a beautiful (if barely
    visible) woman on his arm. The second: scowling former
    owner, Reuben Tishkoff.

                               FRANK (O.S.)
                 Catching up on current events?

    Danny lowers the paper; Frank is sitting across from him,
    changed out of his dealer's threads.

                               DANNY
                 Ramon?

                               FRANK
                 Glad to meet you. Frank Catton
                 wouldn't get by the gaming board.
                        (beat)
                 You just out?

                               DANNY
                 This afternoon.

                               FRANK
                        (re: Danny's drink
                         and whereabouts)
                 And already turning over a new
                 leaf.

    Frank signals a passing waitress; she ignores him.

                               DANNY
                        (directly, this is
                         why he's here)
                 You seen him?

                               FRANK
                 Last I heard he was in L.A.
                 Teaching movie stars how to
                 play cards.
                        (beat)
                 Why? You don't have something
                 planned already?

                                DANNY
                 You kidding? I just became a
                 citizen again.

    Frank stares at Danny a moment, finally catches his eye,
    and Danny can't help but grin: of course he has.

                                                     (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                 6.

8    CONTINUED:    (2)                                              8

     Frank turns his eyes to heaven...

                                 FRANK
                  Jesus...


9    INT. SUB SHOP - NIGHT                                          9

     MOVING WITH Danny and Frank.

                                FRANK
                  It's tough now, our line of work.
                  Everybody so serious. Too many
                  guns, too many computers. Whadda
                  you gonna do? Steal from ordinary
                  people?

                                DANNY
                  That would be criminal.

                                FRANK
                  So what's left? Banks? Hah.
                  Banks got no money. It's all
                  electronic. Only place that still
                  takes cash is...

                                 DANNY
                  Casinos.

                                FRANK
                         (realizing)
                  Oh, no...

                                 DANNY
                  Oh, yes...

                                 FRANK
                  When?

                                 DANNY
                  Soon.   Interested?

     Frank smiles.    Danny has his answer.


10   INT. SUB SHOP - FOYER - NIGHT                                  10

     Danny pulls a business card from his jacket, picks up the
     phone again, and dials the card's number.

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                    7.

10    CONTINUED:                                                        10

                                 DANNY
                   Yes, Officer Brooks? My name is
                   Danny Ocean. I'm just out, I'm
                   supposed to check in with you
                   within twenty-four hours.
                          (listens)
                   No, sir, I haven't gotten into
                   any trouble. No drinking, no sir.
                          (listens, finishes
                           his bourbon)
                   No, sir, I wouldn't even think of
                   leaving the state.

      OFF the sound of a JET fly-over we...

                                                         CUT TO:


A11   EXT. HOLLYWOOD CLUB (DEEP) - REAR ENTRANCE - NIGHT                A11

      PULLING OFF the Capitol Building, we PICK UP Rusty
      (tall, angular, ebony) leaning against his Ford Falcon.

                                  TOPHER (O.S.)
                   Hey!   Hey, Rusty!

      Rusty turns to the voice and --

                                                       CUT TO:


      ANOTHER ANGLE

      MOVING WITH him and Topher Grace, the actor, as they push
      down a back alley.

                                 TOPHER
                   Hey, I don't know if you're, uh,
                   you know, incorporated or anything,
                   like Rusty Ryan. And, I don't know,
                   incorporated, but you should think
                   about it, really, 'cause I was
                   talking to my manager yesterday --

                                  RUSTY
                   Bernie?

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                  8.

A11   CONTINUED:                                                       A11

                                 TOPHER
                   No, not Bernie, I mean not, not
                   that Bernie, my business manager,
                   he's also Bernie, he was telling
                   me that since this, what we do,
                   could be considered research for,
                   you know, a future gig, that I
                   should be able to write it off as
                   a business expense. So he suggested
                   that it'd be better if I wrote you
                   a check, and thereby --

      Rusty looks at him:     are you stoned?

                                 TOPHER
                   Or, or we could keep it cash.

      By this time, they should have entered --


11    OMITTED                                                          11


A12   INT. HOLLYWOOD CLUB (DEEP) - NIGHT                               A12

      -- where they must weave through hordes of young
      Hollywood nightclubbers.

                                  RUSTY
                   Alright.   Who's here?

                                 TOPHER
                   Josh is here. Seth is here.
                   David couldn't make it. He's got
                   two weeks of reshoots on Lusitania
                   because somebody just figured out
                   forty percent of the budget is
                   coming from Germany.

                                 RUSTY
                   That's a problem.

                                    TOPHER
                   Barry is here.

                                 RUSTY
                   I thought they let him out to do
                   that H.B.O. thing in Vancouver.

                                 TOPHER
                   Couldn't work the dates. Oh, and
                   he brought his girlfriend.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 9.

A12   CONTINUED:                                                      A12

                                 RUSTY
                   Not the one from --

                                 TOPHER
                   Uh-huh.

                                 RUSTY
                          (beat)
                   I quit watching when Kate left Don
                   after his accident.

      They pass on, and into --


12    OMITTED                                                         12


A13   INT. BACK ROOM - NIGHT                                          A13

      Small but stylish.     Rusty enters, Topher in tow.

                                 RUSTY
                   Good evening, guys. Let's play
                   some cards...

      A glance at the table reveals: the three waiting players
      are all young TV stars (Josh Jackson, Seth Green, Barry
      Watson) here for a group poker lesson with Rusty. (One
      star, indeed, has brought his girlfriend, Katie, also
      a known actress, to observe.)

      A glance back at Rusty reveals:     he's in for a long
      night.

                                 RUSTY
                   ... and let's play some cards.


      AT TABLE - LATER

      The group lesson has begun.

                                 TOPHER
                   A hundred bucks to me...
                          (mulling it
                           over)
                   Ah, what the hell. Pocket
                   change. Call.

      Rusty leans into Topher's ear, whispering:

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 10.

A13   CONTINUED:                                                      A13

                                 RUSTY
                   Why you bet a certain way is your
                   business. But you have to make
                   them think you're betting for a
                   reason. Understand?


      SAME SCENE - LATER

      To another player:

                                 RUSTY
                   Seth. You know what you have.
                   Looking at them doesn't change
                   them. Leave 'em where they are
                   and make your bet.


      SAME SCENE - LATER

      To another player:

                                 RUSTY
                   You're showing. Yeah, I know she's
                   your girlfriend, Barry, but you
                   can't... Thank you.


      SAME SCENE - LATER

      To another:

                                  RUSTY
                   Josh.   Deal to your left.


      SAME SCENE - LATER

      A WAITRESS enters from the club, and DANCE MUSIC with
      her. As she distributes a fresh round:

                                 WAITRESS
                   One McCallum neat. And four
                   bottled waters.

      Rusty takes in the sight -- bottled fucking water on a
      poker table.

                                 SETH
                          (triumphantly)
                   Two pair -- nines and twos.

      Rusty checks his hand:     a full-house full of face cards.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 11.

A13   CONTINUED:    (2)                                               A13

                                 RUSTY
                          (folding)
                   You got me.
                          (as Seth rakes in
                           his winnings)
                   Let's take a little break.


13    OMITTED                                                         13


A14   INT. HOLLYWOOD CLUB (DEEP) - NIGHT                              A14

      At the bar, Rusty orders a double.     He needs it.

                                 BARTENDER
                          (shouting over music)
                   How's the game going?!!

                                 RUSTY
                   It's been the longest hour of
                   my life.

                                 BARTENDER
                   What?!

                                 RUSTY
                          (at the same volume)
                   I'm running away with your wife.

      The Bartender, not able to hear him, smiles and flashes
      a thumbs-up before moving away.

                                 BARTENDER
                   Cool, man!

      Behind the bar two go-go dancers writhe behind red-light-
      district windows, and Rusty catches his own fatigued
      expression in their reflection. Then, out the corner
      of his eye, he catches sight of a man passing through
      the pulsating crowd. Someone familiar to him. He
      follows.


14    OMITTED                                                         14


A15   INT. HOLLYWOOD CLUB (DEEP) - BACK ROOM                          A15

      Rusty returns.

                                 TOPHER
                   Hey, Rusty, we got another player,
                   if that's alright.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                    12.

A15   CONTINUED:                                                         A15

      Topher indicates the new arrival: Danny.       Rusty looks
      as if there's a bad smell in the room.

                                  RUSTY
                   What's this?

                                  DANNY
                   The bouncer mentioned there was
                   a game in progress. I hope I'm
                   not intruding.

                                 TOPHER
                   No intrusion at all --

                                 RUSTY
                   What was his name, the bouncer's?

                                 DANNY
                   I don't remember.

                                  RUSTY
                   A card player with amnesia.    This
                   should be fun.


      AT TABLE - MOMENTS LATER

      Rusty deals the next hand.

                                 TOPHER
                   What do you do for a living,
                   Mr. Ocean? If you don't mind
                   my asking.

                                 DANNY
                   Why should I mind? Two cards,
                   please...
                          (long beat)
                   I just got out of prison.

                                  TOPHER
                   Really?
                          (a glance among the
                           other players)
                   Really...

                                 RUSTY
                          (half to divert
                           attention)
                   Barry, you're showing again.

                                  BARRY (O.S.)
                   Sorry.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                  12A.

A15   CONTINUED:    (2)                                                 A15

                                 JOSH
                   What'd you, uh, go to prison for?

                                 DANNY
                   I stole things.

                                 JOSH
                   What, like jewels? Diamonds?

      A beat, then:

                                 RUSTY
                   Incan matrimonial headmasks.

      Looks are exchanged.      Everyone digests that.

                                    JOSH
                   From a museum?

                                    DANNY
                   Gallery.

                                 SETH
                   There a lot of money in those?
                   Incan matrimonial...

                                  DANNY
                   Headmasks.   Some.

                                 RUSTY
                   Don't let him fool you, Seth.
                   There's boatloads. If you can
                   move the things...
                          (finishing his deal)
                   One card to me.
                          (to Danny, pointedly)
                   ... but you can't.

                                 DANNY
                   My fence seemed confident enough.

                                 RUSTY
                   If you're dealing with cash, you
                   don't need a fence.

                                 DANNY
                   Some people just lack vision.

                                 RUSTY
                   Probably everybody in cell block E.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 12B.

A15   CONTINUED:    (3)                                                A15

      Now the other players realize. These guys have a
      relationship. In fact, a criminal one. And, judging
      from their steely glares across the table, not a happy
      one.

                                 DANNY
                   Well, that's all behind us now.

                                 RUSTY
                   I should hope so.

      Danny smiles, icily -- of course, it's not -- then pulls
      out his wallet.

                                 DANNY
                   I raise you five hundred dollars.

      A hush in the room. Danny has thrown down the gauntlet.
      He and Rusty hold each other's stares.

                                  RUSTY
                   Guys: Day One: what's the first
                   rule of poker?

                BARRY                      TOPHER
        Um, never bet on, uh, on           'Leave emotion at the
        a --                               door.'

                                  RUSTY
                   That's right. My friend here just
                   raised me out of pique.
                          (beat)
                   Today's lesson. How to draw out
                   a bluff. This early in the game,
                   that much money, I'm thinking he's
                   holding nothing better than a pair
                   of face cards.
                          (beat)
                   Seth, raise him.

                                SETH
                   Okay. Uh, your five hundred and...
                   another two?

      Rusty nods, and Seth pushes in his chips.

                                  RUSTY
                   Tophe...

                                  TOPHER
                   Seven to me.   Plus three.   What
                   the hell.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 12C.

A15   CONTINUED:    (4)                                                A15

                                 RUSTY
                   Indeed. But be careful you don't
                   push him too high too fast. Want
                   to keep him on the leash. I call.

      It's Josh's turn.       He hesitates...

                                 JOSH
                   What's that to me? A thousand?

                                 RUSTY
                   All you have to do is call.

                                 DANNY
                          (off Josh's further
                           hesitation)
                   What? Your girlfriend holding
                   your purse?

      That does it. Josh is in. The bet's to Danny. He
      checks his hand, and Seth starts to whisper to Topher.

                                 DANNY
                   Contrary to what Mr. Ryan may say,
                   Seth, I always check my cards
                   before I make a bet. But be
                   cafeful. I could tell from your
                   face you're holding three of a
                   kind or better.
                          (digging his wallet
                           out)
                   Five hundred to call. And two
                   grand more.

      Danny stares Rusty down.      The others look a little pale.

                                 RUSTY
                   Guys, you're free to do what you
                   like. It's a lot of money. But
                   I'm staying in. He's trying to
                   buy his way out of his bluff.

      Nobody looks too eager to call, but nobody wants to
      leave a grand on the table, either. Finally, Seth
      ponies up, and the others -- not be outdone -- do, too.

                                   RUSTY
                   We call.

      Danny sets down his hand. Four nines. It's a winner.
      The others, jaws dropped, throw in their cards. For the
      first time tonight, Rusty blanches.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                 12D.

A15   CONTINUED:    (5)                                                A15

                                 RUSTY
                   Shit. Sorry, guys. I -- I was
                   sure he was bluffing.

      As Rusty plummets in the estimation of all the guys
      around him, Danny rakes in his pot.

                                 DANNY
                   Thanks for the game, fellas.
                          (then)
                   Hey, I hate to ask this, but
                   could you sign something for me?
                   It's for the guys in the joint.
                   They just love all your shows.


15    OMITTED                                                          15


A16   EXT. HOLLYWOOD CLUB (DEEP) - NIGHT                               A16

      A queue of clubgoers erupt in a frenzy as Topher and
      company exit, and they begin signing autographs. Danny
      and Rusty exit, too, but of course nobody gives a shit
      about them.


16    INT. RUSTY'S FALCON - MOVING - NIGHT                             16

      Danny and Rusty ride silently, staring out opposite
      windows at Sunset Boulevard.

                                 RUSTY
                   That was, that was just...

                                 DANNY
                   Unprofessional.

      Rusty agrees.

                                 RUSTY
                   How was the clink? You get the
                   cookies I sent you?

                                 DANNY
                   Why do you think I came to see you
                   first?

      Danny pulls out a wad of bills from his jacket, peels off
      half, and hands it to Rusty.

                                  DANNY
                   Ten grand.   Half of it's yours.

                                                        (CONTINUED)

     OCEAN'S 11 - Rev. 5/31/01                                  12E.

16   CONTINUED:                                                        16

                                RUSTY
                  You barge into my new workplace,
                  ruin my professional reputation,
                  least you could do is tell me
                  you've got something better for
                  me.

                                DANNY
                  I've got something better for
                  you.


17   INT. CANTER'S DELI - NIGHT                                        17

     They're sitting in a booth over coffee.

                                    RUSTY
                  How's Tess?

     Danny stares at him:       next subject, please.

                                 RUSTY
                  Alright.   Tell me.

                               DANNY
                  It's tricky. No one's ever done
                  it before. Needs planning, a
                  large crew.

                                    RUSTY
                  Guns?

                                DANNY
                  Not loaded ones. It has to be
                  very precise. There's a lot of
                  security. But the take...

                                RUSTY
                  What's the target?

                                DANNY
                  Eight figures each.

                                    RUSTY
                  What's.    The.    Target.

                                                        (CONTINUED)

                                                              13.

17   CONTINUED:                                                     17

                                DANNY
                         (deep breath, then)
                  When's the last time you were in
                  Vegas?

                               RUSTY
                  What? You wanna knock over a
                  casino?

     Danny puts down his coffee. And shakes his head. And
     lifts three fingers: three casinos. Rusty must put down
     his coffee, too.


18   EXT. DOWNTOWN L.A. - NIGHT                                     18

     It's after hours downtown.    Dark, empty, dead...


19   INT. LIBRARY TOWER - 40TH FLOOR CORRIDOR - NIGHT               19

     Lights out on the 40th. Engraved brass announces:     J.A.
     KUEHN & ASSOCIATES, ARCHITECTS.

     Two flashlight beams strafe wood-paneled, elegant
     offices: Danny and Rusty on late-night reconnaissance.
     As Danny prowls a cabinet full of blueprints, Rusty
     passes the time switching papers from a desk's in box to
     its out box.

     At last, Danny finds the right set of blueprints and
     drapes it across the desk; we, however, never see it.

                                DANNY
                  The vault at the Bellagio.

     A beat as Rusty scans the document, then another
     underneath it.

                                RUSTY
                  If I'm reading these right -- and
                  I think that I am -- this is
                  probably the least accessible
                  vault ever designed.
                         (beat)
                  Oops. Actually, you know what,
                  I'm wrong. It's definitely the
                  least accessible vault ever
                  designed.

                                DANNY
                  Yep.

     Rusty's brow furrows just a little.

                                                      (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                    14.

19   CONTINUED:                                                        19

                                RUSTY
                  You said three casinos...

                                DANNY
                         (flips to next
                          blueprint)
                  These feed into the cages at both
                  the Mirage and the M.G.M. Grand.
                         (tapping vault)
                  But every dime ends up here.

                                RUSTY
                  The Bellagio, Mirage, and... These
                  are Terry Benedict's places.

                                   DANNY
                  Yes, they are.     Think he'll mind?

                                RUSTY
                  More than somewhat.


20   AT 40TH FLOOR ELEVATOR BAY                                        20

     No ding. The elevator just arrives. Its doors part to
     reveal a SECURITY GUARD within, here to make his tour; a
     large fellow, he has to duck to exit.


21   BACK WITH DANNY AND RUSTY                                         21

     As Danny rolls up the set of blueprints, Rusty considers
     the plan (which, in our absence, Danny has pitched him).

                                RUSTY
                  You'd need at least a dozen guys,
                  doing a combination of cons.

                                DANNY
                  Like what, you think?

                                RUSTY
                  Well, 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. Oh,
                  and the biggest Ella Fitzgerald
                  ever.
                         (beat)
                  Where do you think you're gonna get
                  the money to back this?

                                                         (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                  15.

21   CONTINUED:                                                      21

                                DANNY
                  As long as we're hitting these
                  three casinos, we'll get our
                  bankroll. Terry Benedict has a
                  list of enemies.

                                RUSTY
                  But does he have enemies with
                  loose cash and nothing to lose...
                         (smiles, realizing)
                  Aha.

                                   DANNY
                            (smiles, too)
                  Aha.

                                   RUSTY
                  Reuben.

22   MOVING WITH SECURITY GUARD                                      22

     as he approaches Danny's and Rusty's voices...

23   BACK WITH DANNY AND RUSTY                                       23

                                   DANNY
                  So...

                                RUSTY
                  So, here's what I think: You
                  should take this plan, kick it
                  around for a week or two. Sleep
                  on it. Turn it over in your head.
                  Then: never bring it up to me
                  again.

                                  DANNY
                  Uh-huh.    So what are you saying?

                                RUSTY
                  I'm saying: this is like trying
                  to build a house of cards on the
                  deck of a speeding boat.

                                DANNY
                  Really? I thought it was much
                  harder than that --

     Suddenly the Security Guard's flashlight beam hits them
     square in the eyes. Danny and Rusty put their hands up
     to block the light.

                                DANNY
                  Jesus, Oscar, lower it a little,
                  will ya?
                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                16.

23   CONTINUED:                                                      23

                                   SECURITY GUARD
                  Sorry.
                         (lowers beam)
                  You two done up here?    Find what
                  you wanted?

                                DANNY
                  Yeah, thanks. You mind if we
                  borrow a couple drawings for the
                  night? Make some copies.

                                SECURITY GUARD
                  Whatever you need.

     Danny withdraws his money clip, peels off a couple
     hundreds, and buries them in the Security Guard's hand.

                                   DANNY
                  'Preciate it.


24   AT 40TH FLOOR ELEVATOR BAY                                      24

     Danny and Rusty wait for an elevator. When its doors
     open, Rusty stops Danny from boarding.

                                RUSTY
                  I need a reason. And don't say
                  money.
                         (beat)
                  Why do this?

                                   DANNY
                  Why not do it?

     Rusty stares at him:    enough bullshitting around.

                                DANNY
                  Because yesterday I walked out of
                  the joint wearing my entire
                  wardrobe and you're colddecking
                  TeenBeat coverboys.
                         (beat)
                  Because the house always wins.
                  You play long enough, never
                  changing stakes, the house takes
                  you. Unless, when that special
                  hand comes around, you bet big.
                  And then you take the house.

     A beat.   Rusty smiles.

                                                       (CONTINUED)

                                                               17.

24   CONTINUED:                                                      24

                                RUSTY
                  You're been practicing that
                  speech, haven't you?

                                DANNY
                  A little. Did I rush it?   It felt
                  like I rushed it.

                                RUSTY
                  No, it was good.

     They step aboard the elevator.     As the door closes:

                                RUSTY
                  I wonder what Reuben will say?

     Danny and Rusty look at each other.

                                TISHKOFF (V.O.)
                  You're out of your goddamn minds.


25   EXT. TISHKOFF'S OPULENT BACK YARD (LAS VEGAS) - DAY             25

     REUBEN TISHKOFF, the grimace of a man in mid-movement,
     forever cemented on his face, scrutinizes his two lunch
     guests (Danny and Rusty) at his poolside.

                                 TISHKOFF
                  Are you listening to me? You are,
                  both of you, nuts. I know more
                  about casino security than any man
                  alive. I invented it, and it
                  cannot be beaten. They got
                  cameras, they got watchers, they
                  got locks, they got timers, they
                  got vaults. They got enough armed
                  personnel to occupy Paris. Okay,
                  bad example...

                                DANNY
                  It's never been tried.

                                 TISHKOFF
                  Oh, it's been tried. A few guys
                  even came close. You know the
                  three most successful robberies in
                  Vegas history?


26   FLASHBACK - INT. SANDS CASINO FLOOR (1965)                      26

     An Adlai Stevenson-lookalike approaches a lockbox carrier
     from behind and snatches the box.

                                                       (CONTINUED)

                                                               18.

26   CONTINUED:                                                      26

     He takes almost three steps before five security men leap
     at him and -- FREEZE FRAME on his wide-eyed expression of
     horror...

                                TISHKOFF (V.O.)
                  Number three. The bronze medal.
                  Pencilneck grabs a lockbox at the
                  Sands. He got two steps closer to
                  the door than any living soul
                  before him.

     RESUME ACTION: Adlai Stevenson gets a taste of what NFL
     quarterbacks experience every Sunday... five fold.


27   INT. FLAMINGO CASINO FLOOR (1971)                               27

     A hippie races toward the electronic sliding doors,
     clutching a tray full of chips, and as the doors begin to
     part for him -- FREEZE FRAME: A billy club appears out
     of nowhere...

                                TISHKOFF (V.O.)
                  Second most successful robbery.
                  The Flamingo '71. This guy
                  actually smelled fresh oxygen
                  before they got him.

     RESUME ACTION: The billy club comes down -- whap! --
     across the hippie's skull and it's Chicago '68 all over
     again.

                                TISHKOFF (V.O.)
                  Course, he was breathing out of a
                  hose the next three weeks, goddamn
                  hippie.


28   EXT. REUBEN TISHKOFF'S BACK YARD - DAY (PRESENT)                28

                                TISHKOFF
                  And the closest any man has gotten
                  to robbing a Las Vegas casino...


29   FLASHBACK - EXT. CAESAR'S PALACE ENTRANCE (1987)                29

     Tourists and valets scatter as a Euro-thief (pastel
     T-shirt beneath a white linen suit) bursts from the
     casino and takes five steps before -- FREEZE FRAME:
     GLASS EXPLODES from three different doors behind him and
     he arches his back in agony...

                                                       (CONTINUED)

                                                               19.

29   CONTINUED:                                                      29

                                TISHKOFF
                  Outside of Caesar's in '87.   He
                  came, he grabbed, he got
                  conquered.

     RESUME ACTION: BULLETS rip the man to shreds and he
     collapses on Caesar's steps a bloody pulp.


30   EXT. REUBEN TISHKOFF'S BACK YARD - DAY (PRESENT)                30

                                TISHKOFF
                  But what am I saying? You guys
                  are pros, the best. I'm sure you
                  can make it out of the casino. Of
                  course, lest we forget, once
                  you're out the front door, you're
                  still in the middle of the fucking
                  desert!

     Both Danny and Rusty look chastened.

                                RUSTY
                  You're right.
                         (to Danny)
                  He's right.

                                DANNY
                  Reuben, you're right. Our eyes
                  are bigger than our stomachs.

                                RUSTY
                  That's exactly it. Pure ego.

                                TISHKOFF
                  Yeah yeah blah blah.

                                DANNY
                  Thank you so much for setting us
                  straight. Sorry we bothered you.

     They both rise to go.

                                TISHKOFF
                  Look, we all go way back. I owe
                  you from that thing with the guy
                  in the place, and I'll never
                  forget it.

                                DANNY
                  It was our pleasure.

                                RUSTY
                  I'd never been to Belize.

                                                       (CONTINUED)

                                                               20.

30   CONTINUED:                                                      30

                                TISHKOFF
                  Give Dominic your addresses, I got
                  some remaindered furniture I wanna
                  send you.

     Danny and Rusty begin to circle the pool to leave.
     Tishkoff, of course, won't let them go that easily.

                                TISHKOFF
                  Just out of curiosity, which
                  casinos did you geniuses pick to
                  rob?

     Danny stops, almost as if he's been waiting for this
     question, which of course he has.

                                DANNY
                  The Bellagio, Mirage, and the
                  M.G.M. Grand.

                                 TISHKOFF
                         (nostrils flared,
                           smelling a rat)
                  Those are Terry Benedict's
                  casinos.

                                RUSTY
                  Say, you know, he's right.

     Tishkoff waves them back, sipping on his umbrellaed
     cocktail.

                                TISHKOFF
                  You guys... Whadda you got against
                  Terry Benedict?

                                DANNY
                  What do you have against him?
                  That's the real question.

                                TISHKOFF
                  He torpedoed my casino, muscled me
                  out, now he's gonna blow it up
                  next month to make way for another
                  fuckin' eyesore. Don't think I
                  don't see what you're doin'.

                                RUSTY
                  What are we doing, Reuben?

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                 21.

30   CONTINUED:    (2)                                              30

                                TISHKOFF
                  You gonna steal from Terry
                  Benedict, you better goddamn know.
                  This sorta thing used to be
                  civilized. You'd hit a guy, he'd
                  whack you. Done. But Benedict...
                         (bristles)
                  At the end of this he better not
                  know you're involved, not know
                  your names, or think you're dead.
                  Because he'll kill you, and then
                  he'll go to work on you.

                                DANNY
                  That's why we've got to be very
                  careful. We have to be precise.
                  We have to be well-funded.

                                TISHKOFF
                  Yeah, you gotta be nuts, too. And
                  you're gonna need a crew as nuts
                  as you are.
                         (pregnant silence)
                  Who do you have in mind?

     Danny and Rusty both smile; they've hooked their fish.
     And so it begins...

                                 RUSTY (V.O.)
                  Alright.   Who's in?

                                DANNY (V.O.)
                  Frank C. is in.


31   INT. CASINO OFFICE (ATLANTIC CITY)                             31

     Frank Catton coughs mightily into a handkerchief.   Across
     a desk, his boss fills out paperwork.

                                DANNY (V.O.)
                  Frank C. has developed a bad case
                  of bronchitis and is putting in
                  for a transfer to warmer climates.


32   EXT. LAS VEGAS AIRPORT - DAY                                   32

     Frank carries his bag toward the taxi bay. He stops to
     light a cigarette, inhales with deep satisfaction before
     a banner: "WELCOME TO LAS VEGAS."

                                DANNY (V.O.)
                  What about drivers?

     OCEAN'S 11 - Rev. 1/8/01                               22.

33   EXT. VACANT, WEEDY DRAG RACETRACK - DAY                      33

     CLOSE ON a souped-up tractor-wheeled monster truck, its
     ENGINE ROARING before a starting line, itching to cross
     it. Now take a step back...

     That souped-up monster truck stands a foot-and-a-half off
     the ground and sprouts an antenna from its back bumper.
     It's a remote-controlled toy.

     The ROARING ENGINE comes from the vehicle next to it: an
     actual monster truck. Both vehicles peer down the track
     at a finish line a hundred yards away. This is a race.

     The drivers stare each other down: TURK (behind the
     wheel of the truck) and VIRGIL (track-side, remote
     control in hand) MALLOY. They're nice boys. Really.
     Peckerwoods, sure, but nice.

                             RUSTY (V.O.)
               I talked to the Malloys yesterday.

                             DANNY (V.O.)
               The Mormon twins?

                             RUSTY (V.O.)
               They're both in Salt Lake City,
               six months off the job. I got the
               sense they're having trouble
               filling the hours.

     Lights flash red-to-yellow-to-green and while the TRUCK
     COATS RUBBER on the track, Virgil's toy zips to a lead.
     It's looking to be an embarrassment for Turk until he
     jerks his wheel a little and -- ka-thunk -- flattens his
     brother's vehicle.

     Virgil pouts as he plucks up the wreckage of his entry.

                                DANNY (V.O.)
               Electronics?

                             RUSTY (V.O.)
               Livingston Dell.


34   INT. SURVEILLANCE VAN - DAY                                  34

     On a black and white monitor: Two mobsters, on a meet in
     a public park, peer over their shoulders, making certain
     no one is watching them. Little do they know...

     ... LIVINGSTON DELL, audio-visual junkie, and victim of a
     continual flop sweat, crouches before their image,
     masterfully controlling his surveillance camera with a
     joystick in his left hand. He is flanked by FBI MEN.

                                                    (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                    23.

34   CONTINUED:                                                        34

                                RUSTY (V.O.)
                  Livingston's been doing freelance
                  surveillance work of late for the
                  F.B.I. Mob Squad.

                                DANNY (V.O.)
                  How are his nerves?

                                RUSTY (V.O.)
                  Okay.
                         (beat)
                  Not so bad you'd notice.

     As a FBI Man reaches to adjust a monitor...

                                LIVINGSTON
                  D-don't, don't-don't... touch... it.

                                FBI MAN #1
                  What?

                                LIVINGSTON
                  Do you see me pulling the gun out
                  of your holster and firing it?

                                FBI MAN #2
                  Hey, Radio Shack: relax.


35   EXT. SANTA MONICA BOARDWALK - LATER                               35

     Livingston walks down the boardwalk. A rollerblader with a
     dog on a leash approaches and Livingston gets caught
     between the two. As he struggles to untangle himself from
     the leash...


36   INT. CAFE                                                         36

     With a view of Livingston on the boardwalk...       Danny and
     Rusty wait for him over espressos.

                                RUSTY
                         (next item on his
                          list)
                  Munitions.

                                DANNY
                  Phil Turentine.

                                RUSTY
                  Dead.

                                                         (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                            23A.

36   CONTINUED:                                                 36

                                 DANNY
                  No shit?   On the job?

                                 RUSTY
                  Sun cancer.

                                DANNY
                  You send flowers?

                                RUSTY
                  Dated his wife a while.

                                DANNY
                         (onto next candidate)
                  Basher...

                                                 (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                               24.

36   CONTINUED:    (2)                                              36

                                RUSTY
                         (checks his watch)
                  We may be too late.


37   INT. BANK - CLOSE ON BASHER TARR - NIGHT                       37

     the explosives expert. A pair of goggles over his eyes
     reflects a match being struck, then touched to a fuse.

                                BASHER
                  Sweet...

     BANG! Wood shards and SPLINTERS of GLASS fly all around;
     Basher merely ducks his head and whistles. As the dust
     settles, three men move quickly past Basher and into
     (what the settling fog now reveals to be) a dynamited
     bank vault. ALARMS begin to sound: this is bad news.

                                BASHER
                         (to the rest of his
                          gang, his temper
                          flaring)
                  You know, you guys had one job to
                  do.


38   EXT. BANK - ONE MINUTE LATER                                   38

     The men exit through the front doors, their hands over
     their heads, Basher trailing them. Policemen and SWAT
     members encircle the group, weapons trained on them,
     chock full of instructions.


39   EXT. POLICE CAR - LATER                                        39

     Basher sits in the rear, handcuffed behind his back, feet
     on the pavement. An explosives COP kneels in front of
     him.

                                                      (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                    25.

39   CONTINUED:                                                        39

                                COP
                  And that's all you used during the
                  event? Nothing else?

                                BASHER
                  Are you accusing me of booby-
                  trapping?

                                COP
                  Well, how 'bout it?

                                VOICE (O.S.)
                  Booby traps aren't Mr. Tarr's style.

     The Cop turns; standing behind him, stone-faced, is
     Rusty, in a dark suit and shades.

                                RUSTY
                  Isn't that right, Basher?

                                  BASHER
                  That's right.

                                RUSTY
                         (flashing badge,
                          briefly)
                  Peck, A.T.F. Let me venture a
                  guess. A simple G4 mainliner,
                  double-coil, backwound, quick
                  fuse with a drag under 20 feet.
                         (off Cop's reaction)
                  That's our man. Tell me something
                  else. Have you checked him for
                  booby traps on his person? I mean
                  really checked, not just for
                  weapons...

     The Cop looks bewildered. Rusty steps forward, yanks
     Basher onto his feet, spins him around. He moves his
     hands up and down Basher's legs, around his waist, under
     his arms.

                                RUSTY
                  Will you go find Griggs and tell
                  him I need to see him?

                                  COP
                  Who?

                                                         (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                              26.

39   CONTINUED:    (2)                                           39

                                RUSTY
                         (loud)
                  Just go find him, will you?
                         (as Cop stalks off;
                          under his breath)
                  How fast can you put something
                  together with what I passed you?

                                 BASHER
                  Done.   Thirty seconds all right?

                                 RUSTY
                  From when?

                                 BASHER
                          (as we hear something
                           SNAP from behind his
                           back)
                  Now.


40   MOVING WITH RUSTY AND BASHER                                40

     They're hurrying; ahead of them is a wall of squad cars,
     a police cordon, and a crowd of onlookers.

                                 RUSTY
                  Ten seconds?

                                 BASHER
                  Not quite.   Is Danny here?

                                RUSTY
                  Around the corner.

                                BASHER
                  Be good working with professionals
                  again.
                         (beat)
                  Okay: go.

     And they both start running.

                                RUSTY
                  Everyone down! Get down!      There's
                  a bomb in the...

     And behind them the SQUAD CAR ERUPTS with a BANG! A
     collective SCREAM rises from the crowd, everyone ducks,
     cops hit the ground and cover their heads. Rusty and
     Basher move briskly past them, dodging their splayed legs
     like tires on an obstacle course. By the time the
     Explosives Cop thinks to look around for Basher, they've
     both disappeared.

     OCEAN'S 11 - Rev. 1/8/01                              27.

41   OMITTED                                                     41


42   INT. UNDER BIG TOP - DAY                                    42

     The Chinese National Circus, currently on tour in the
     Western United States. Trapeze artists, gymnastic teams,
     and trampoline daredevils fly, somersault, spin, and
     swing through the air.

     A full house applauds every feat. Danny and Rusty sit in
     the bleachers, surrounded by parents and kids munching on
     spindles of cotton candy. Tough guys in toyland.

                             ANNOUNCER (V.O.)
                      (in Chinese, then
                       English)
               Ladies and gentlemen: the amazing
               Yen.

     A funambulist (YEN) begins his high-wire act...

                             DANNY
               So he can walk on a rope.

                             RUSTY
               More than that.

                             DANNY
               So he can juggle. We need a
               grease man, not an acrobat. Who
               else is on the list?

                             RUSTY
               He is the list.

                                                   (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                             28.

42   CONTINUED:                                                   42

                                  DANNY
                  Who else?

                                  RUSTY
                  Watch.

     Halfway across the wire, the funambulist sits. And very
     slowly, but without hesitation, he contorts himself into
     a ball, never losing his balance. Even Danny is
     impressed.

                                RUSTY
                  There's your grease man.


43   EXT. SANTA MONICA PIER PARKING LOT - DAY                     43

     Danny and Rusty exit the circus tent, head for their car.

                                  DANNY
                  We need Saul.

                                RUSTY
                  He won't come. He swore off the
                  game a year ago.

                                DANNY
                  He get religion?

                                  RUSTY
                  Ulcers.

                                DANNY
                  You can ask him.

     Rusty stops, stares at Danny, sighs.

                                                    (CONTINUED)

                                                               29.

43   CONTINUED:                                                      43

                                  RUSTY
                  I can ask.


44   EXT. DOG TRACK/BETTING WINDOW (MIAMI, FLA) - DAY                44

     SAUL BLOOM, 50s, befuddled, wearing a corduroy jacket
     patched at the elbows and a duffer's hat, counts out
     money through the window, lists his bets. He checks his
     tickets, plunges them into his pants pocket, and moves
     off...


45   THROUGH TRACK LOBBY                                             45

     Rusty appears in the f.g. behind a pillar, as dapper as
     Saul is down-at-heel, watching him go. When Saul
     disappears into the tunnel, he moves.


46   IN INFIELD                                                      46

     Saul sits on one of the long, general admission steps
     under the box seats. He produces an orange from his
     pocket, starts to peel it. A pair of well-shined shoes
     appears behind him. Saul senses their presence, but
     doesn't turn around.

                                SAUL
                  I saw you in the paddock before
                  the second race, outside the men's
                  room, when I placed my bet. I saw
                  you before you even got up this
                  morning.

                                RUSTY
                  How ya been, Saul?

                                  SAUL
                  Never better.

                                RUSTY
                  What's with the orange?

                                SAUL
                  My doctor says I need vitamins.

                                RUSTY
                  So why don't you take vitamins?

     For the first time, Saul cranes his neck and shoots a
     look up at Rusty.

                                                       (CONTINUED)

                                                              30.

46   CONTINUED:                                                     46

                                SAUL
                  You come here to give me a
                  physical?

                                RUSTY
                  I got a box seat. Come on.


47   EXT. BOX SEATS - LATER                                         47

     A waiter serves coffee to Rusty and Saul.

                                RUSTY
                  I thought you drank bloody Mary's
                  at the track, Saul.

                                SAUL
                  A man shouldn't drink on the job.

                                RUSTY
                         (re: race)
                  Who we rooting for here?

                                 SAUL
                  Number four.

     There's the BELL; the electronic rabbit is released and
     the dogs break out of the gate. From this point on
     Saul's eyes never leave the race.

                                SAUL
                  You gonna ask me? Or should I
                  just say no and get it over with?

                                RUSTY
                  Saul, you're the best there is.
                  You're in Cooperstown. What do
                  you want?

                                SAUL
                  Nothin'. I got a duplex now, I
                  got wall-to-wall and a goldfish,
                  I'm seeing a nice lady, she works
                  the unmentionables counter at
                  Macy's. I've changed.

                                RUSTY
                  Guys like us don't change, Saul.
                  We stay sharp or we get sloppy,
                  but we don't change.

                                SAUL
                  Quit connin' me.

                                                      (CONTINUED)

                                                             31.

47   CONTINUED:                                                    47

     They watch the race.

                                RUSTY
                  That your hound way in the back
                  there?

                                SAUL
                  He breaks late. Everyone knows
                  this.

     On the track: The dogs are now coming around the back
     stretch, and the crowd on the bleachers rises, cheering.

                                SAUL
                  You gonna treat me like a grownup
                  at least? Tell me what the scam
                  is?

     Under the noise: Rusty leans in and whispers in Saul's
     ear. Saul's eyes widen, then glaze over as all around
     him people are standing and shouting.

     Rusty places an envelope in Saul's lap, then gets up and
     walks out as, on the track, the #4 dog crosses the finish
     line... last by several lengths.

     Saul considers his options. In one hand: a fan of
     losing tickets. In the other (courtesy of Rusty): a
     ticket to Las Vegas.

                                DANNY (V.O.)
                  And Saul makes ten.


48   INT. BAR - NIGHT                                              48

     Danny and Rusty look weary from all this recruitment.   A
     nearby TV with the sound off plays a promo for an
     upcoming Tyson fight.

                                DANNY
                  Ten should do it, don't you think?
                         (as Rusty shrugs)
                  You think we need one more?
                         (as Rusty shrugs)
                  You think we need one more.
                         (as Rusty shrugs)
                  Okay. We'll get one more.


49   INT. CROWDED SUBWAY CAR (CHICAGO)                             49

     Native Chicagoans demonstrate their indigenous sixth
     sense -- L-car balance -- as the TRAIN bends and SHAKES
     at a corner.
                                                   (CONTINUED)

                                                              32.

49   CONTINUED:                                                     49

     One passenger in particular keeps his footing, a young
     man in a frayed jacket: LINUS.

     Two overgroomed STOCKBROKERS stand with their backs to
     the young man, yammering about high interest yields, and
     consequently they don't notice (and neither do we, not at
     first) that Linus is slowly picking one of their pockets.

     The thievery is glacier-paced: Linus, his face always
     forward and inscrutable, gingerly raises one tail of his
     target's Brooks Brothers jacket and then, with
     incomparable dexterity, unbuttons his wallet pocket with
     a flick of his thumb and forefinger.

     From halfway down the train car, nothing appears amiss,
     and no passenger looks the wiser. Or so it seems...

     A copy of the Chicago Sun-Times, opened and upheld,
     lowers just enough to allow its reader a peek at Linus.
     It is Danny, smirk on his lips: He (and he alone) is
     aware of the ongoing heist.

     Back to Linus, his spoils (a Gucci wallet) now in sight,
     but he waits for just the right moment, and then, when
     the train hits another curve...

     ... he stumbles forward, his left hand finding support on
     the Stockbroker's shoulder as his right relieves the man
     of his wallet.

                                LINUS
                  Sorry 'bout that.

                                STOCKBROKER
                  No problem, guy.

     The Stockbroker resumes his yacketing, oblivious, as
     Linus tucks his prize into his own jacket pocket, face
     betraying nothing. Only Danny appreciates the artistry
     performed here today. He folds the Sun-Times under his
     arm as...


50   INT. UNION STATION - SUBWAY STATION                            50

     ... The SUBWAY SQUEALS to a stop. Linus jumps out,
     leaving his prey aboard, and a few moments later, Danny
     steps off, too.


51   INT. UNION STATION - EVENING                                   51

     The hurly-burly of rush hour in Union Station.

                                                      (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                 33.

51   CONTINUED:                                                       51

     Commuters zig and zag, this way and that, all on furious
     schedules, and Linus slips blithely through them, in no
     hurry, a man who's pulled this job a thousand times
     before.

     He dodges and sidesteps crazed commuters, and except for
     a brief brush with one well-dressed man (the Sun-Times
     tucked under his arm), he escapes the station without
     incident.


52   EXT. UNION STATION - EVENING                                     52

     Linus exits, casually reaching into his jacket to count
     his winnings. And his face falls.

     All he finds where the stolen wallet once resided is a
     calling card. On one side, in engraved printing:
     "DANIEL OCEAN." On the flip side, in handwriting: "Nice
     pull. Murphy's Bar, Rush & Division."


53   INT. MURPHY'S BAR - FIVE MINUTES LATER                           53

     On a tabletop: the Gucci wallet beside a half-drunk
     Guinness. Linus enters the front door, cases the joint,
     spots the wallet on the table, and Danny behind it.

                                 DANNY
                  Hi, Linus.   Sit down.

                                 LINUS
                  Who are you?

                                DANNY
                  A friend of Bobby Caldwell's.   Sit
                  down.

     Linus balks, prideful, but sense finds a way, and he
     sits.

                                DANNY
                  Bobby told me about you. Said you
                  were the best set of hands he ever
                  saw. Didn't expect to find you
                  working wallets on the subway.

                                LINUS
                  That wasn't work, that was
                  practice.

     Danny reaches into his jacket and sets a plane ticket on
     the table. He keeps his hand over it.

                                                        (CONTINUED)

                                                               34.

53   CONTINUED:                                                      53

                                DANNY
                  You're either in or out, right
                  now.

                                LINUS
                  What is it?

                                DANNY
                  A plane ticket. A job offer.

                                LINUS
                  You're pretty trusting pretty
                  fast.

                                DANNY
                  Bobby has every faith in you.

                                LINUS
                  Fathers are like that.
                         (off Danny's reaction)
                  He didn't tell you?
                         (as Danny shakes
                          his head)
                  He doesn't like me trading on his
                  name.

                                DANNY
                  You do this job, he'll be trading
                  on yours.

                                LINUS
                  What if I say no?

                                DANNY
                  We'll get someone else who won't
                  be quite as good. You can go back
                  to feeling up stockbrokers.

     Linus considers. He looks down at the ticket, then at
     the wallet. It's one or the other.

     A waitress passes, and Danny signals her for his bill.
     When his attention returns to Linus, the wallet
     remains... but the ticket beneath his hand is gone.
     Linus is reading it.

                                DANNY
                  That's the best lift I've seen you
                  make yet.

                                LINUS
                  Las Vegas, huh?

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                  35.

53   CONTINUED:    (2)                                                 53

                                DANNY
                  America's playground.

     And our MAIN THEME KICKS IN as we...

                                                       CUT TO:


54   LAS VEGAS - AERIAL VIEW - ESTABLISHING - DUSK                     54

     The city looms out of the desert like an infernal
     machine, lights flashing, skyline pulsing, a neon
     fortress.

     One thing in particular catches our eye: an enormous
     billboard with an ad for the upcoming boxing match
     between Mike Tyson and Lennox Lewis. Below it, a
     promoter hands out fliers for strip joints and call
     girls.


55   OMITTED                                                           55


56   INT. REUBEN TISHKOFF'S MANSION (LAS VEGAS) - NIGHT                56

     Frank Catton is already here, mixing a drink, when --
     DING DONG -- the DOORBELL CHIMES. Tishkoff shuffles
     toward the front (he's given the help the night off) and
     opens his door to find...

                                LIVINGSTON
                  Trick or treat.

     ... Livingston, Basher, Yen, the Malloys, Saul and Linus
     crowding his doormat. A taxi-van pulls away behind them.

                                TISHKOFF
                  What, you guys get a group rate or
                  something?


57   INT. TISHKOFF'S LIVING ROOM - LATER                               57

     Along one wall, a buffet table has been set up, and while
     Virgil and Turk pile shrimp onto plates, Saul pockets an
     orange for later.

                                TURK
                  You make it out to Utah much,
                  Saul?

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                  36.

57   CONTINUED:                                                        57

                                SAUL
                         (last man you'd see
                          in the Tabernacle)
                  Not as much as I'd like.

                                 TURK
                  You should.   You'd like it.   You'd
                  like Provo.

                                VIRGIL
                         (scarfing a jumbo
                          shrimp)
                  Anybody see the salsa goes with
                  this?

     At the wet bar, Basher mixes a drink for Livingston; on a
     couch, Yen balances coffee-table ornaments into a
     skyscraper, to Frank's astonishment. In a corner, off on
     his own, Linus watches the company, his eyes narrowing,
     wary. Until...

                                  DANNY (O.S.)
                  Gentlemen:    welcome to Las Vegas.

     Danny stands at the top of the stairs leading into the
     room, flanked by Rusty and Tishkoff. He starts down...

                                 DANNY
                  Everybody eaten? Good. Everybody
                  sober? Close enough. Most of you
                  know each other already. You
                  probably haven't met Linus
                  Caldwell before, he's Bobby's kid
                  outta Chicago.

     Linus trades nods around the room.

                                DANNY
                  Okay. Before we start, nobody's
                  on the line here yet. What I'm
                  about to propose to you happens to
                  be both highly lucrative and
                  highly dangerous. If that doesn't
                  sound like your particular brand
                  of vodka, help yourself to as
                  much food as you like and safe
                  journey. No hard feelings.
                         (pauses, soberly)
                  Otherwise, come with me.

     He turns and walks out of the living room, into another.
     Rusty is close behind; he turns briefly, casts an eye
     over the assembled and keeps going. The guys look each
     other over, sizing things up.

                                                         (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                               37.

57   CONTINUED:    (2)                                              57

                                   BASHER
                  What the hell.

     And he follows, along with Frank and Livingston. Then
     Virgil, Turk and Yen. Then Saul. That leaves Linus,
     watching the line of men disappear. He turns to find
     Tishkoff by his side, staring at him.

                                   LINUS
                  Hi.

                                TISHKOFF
                  You're Bobby Caldwell's kid, huh?

                                   LINUS
                  Yeah.

                                   TISHKOFF
                  From Chicago?

                                   LINUS
                  Yeah.

                                TISHKOFF
                  It's nice there. You like it?

                                   LINUS
                  Yeah.

                                TISHKOFF
                  That's wonderful. Get in the
                  goddamn room.


58   INT. GAME ROOM                                                 58

     A tournament-level pool table holds center stage here.
     Atop its green felt sits a raised, elaborate miniature of
     Terry Benedict's Las Vegas: three casinos and hotels
     with the Strip running between them.

     As the eleven surround the table and the model...

                                DANNY
                  Gentlemen: the 14000 block of Las
                  Vegas Boulevard. Otherwise known
                  as the Bellagio, the Mirage,
                  the M.G.M. Grand. Together,
                  they're the three most profitable
                  casinos in Las Vegas...

                                                      (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                               38.

58   CONTINUED:                                                     58

     Danny removes the Strip from the model. Revealed beneath
     is a complex substructure, featuring three tunnels, each
     leading from a casino to a single freight-sized elevator
     shaft which descends into an enormous vault.

                                DANNY
                  Gentlemen: the Bellagio vault.
                  Located below the Strip, beneath
                  two hundred feet of solid earth.
                  It safeguards every dime that
                  comes through each of the three
                  casinos above it.
                         (beat)
                  And we're going to rob it.

     Everyone takes a breath, awed.

                                LINUS
                  Smash-and-grab job, huh?

                                RUSTY
                  It's a little more complicated
                  than that.

     Danny picks up a remote control and flips on a panel of
     Tvs.

                                DANNY
                  Courtesy of Frank Catton, new
                  blackjack dealer at the Bellagio,
                  security tapes from the three
                  casinos.

     On the monitors: three montages of black-and-white
     security tapes, starting within the three casinos' cages,
     moving into the tunnels, then (as the TVs unite in their
     images) pushing into the elevator and eventually the
     vault.

     As the group's glances shoot back and forth from the TV
     to the corresponding section of the model, i.e. from a
     POV of the tunnel to the miniature tunnel itself...

                                                      (CONTINUED)

                                                                 39.

58   CONTINUED:    (2)                                                 58

                                  DANNY
                  Okay.    Bad news first. This place
                  houses   a security system which
                  rivals   most nuclear missile silos.
                  First:    we have to get within the
                  casino   cages --

                                RUSTY
                         (indicating)
                  -- here, here, and here --

                                DANNY
                  -- which anyone knows takes more
                  than a smile. Next: through
                  these doors, each of which
                  requires a different six-digit
                  code changed every twelve hours.
                  Past those lies the elevator, and
                  this is where it gets tricky: the
                  elevator won't move without
                  authorized fingerprint
                  identifications --

                                RUSTY
                  -- which we can't fake --

                                DANNY
                  -- and vocal confirmations from
                  both the security center within
                  the Bellagio and the vault below - -

                                RUSTY
                  -- which we won't get.

                                DANNY
                  Furthermore, the elevator shaft is
                  rigged with motion detectors --

                                RUSTY
                  -- meaning if we manually override
                  the lift, the shaft's exit will
                  lock down automatically and we'll
                  be trapped.

                                DANNY
                  Once we've gotten down the shaft,
                  though, then it's a walk in the
                  park: just three more guards with
                  Uzis and predilections toward not
                  being robbed, and the most
                  elaborate vault door conceived by
                  man. Any questions?

                                                         (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                40.

58   CONTINUED:    (3)                                               58

     Silence. For a moment, each man keeps his two dozen
     questions or more to himself. At last, one speaks up...

     The Amazing Yen.    In Cantonese.   Of course, no one
     understands him.    Except Rusty.

                                RUSTY
                         (in response)
                  No. Tunneling is out. There are
                  Richter scales monitoring the
                  ground for one hundred yards in
                  every direction. If a groundhog
                  tried to nest there, they'd know
                  about it. Anyone else?

     Another silence. Either the guys are too dumbfounded by
     that bilingual exchange or too numbed by the task ahead
     of them to speak.

                                TURK
                  You said something about good
                  news...

                                DANNY
                         (smiles, happy
                          someone asked)
                  The Nevada Gaming Commission
                  stipulates: a casino must hold in
                  reserve enough cash to cover every
                  chip at play on its floor. As I
                  mentioned, this vault services
                  each of the three casinos above
                  it. That means: during the week,
                  by law, it must hold anywhere from
                  sixty to seventy million dollars
                  in cash and coin. On a weekend,
                  between eighty and ninety million.
                  On a fight night, like the one two
                  weeks from tonight, the night
                  we're going to rob it, at least a
                  hundred and fifty million. Without
                  breaking a sweat.
                         (gazing about room)
                  Now there are eleven of us. Each
                  with an equal share. You do the
                  math.

     MOVING AROUND the table ON ten faces, as everyone does
     precisely that, in their heads, except for Virgil who
     does it on his fingers. He whistles.

                                RUSTY
                  That's what I said.

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 10/24/00                                41-43.

58   CONTINUED:    (4)                                               58

     Everyone seems suitably impressed by their share.

                                 SAUL
                  I have a question.
                          (as Danny turns
                           to him)
                  Say we do get into the cage, and
                  through the security doors there,
                  and down the elevator we can't
                  move, and past the guards with
                  guns, and into the vault we can't
                  open...

                                RUSTY
                  Without being seen by the cameras.

                                DANNY
                         (off everyone's
                          astonishment)
                  Oh, right. Sorry. I forgot to
                  mention that.

                                SAUL
                  Say we do all that. We're just
                  supposed to walk outta there with
                  a hundred million dollars in cash
                  on us without getting stopped?

     Danny smiles, his broad, sure-of-himself grin, the one
     Rusty couldn't deny earlier and these guys won't deny
     now.

                                 DANNY
                  Yeah.

     Saul looks panic-stricken; like that, his ulcer has
     flared up, and he pops a Rolaid in his mouth.

                                 DANNY
                  Alright.   Here's how we'll begin.


59   OMITTED                                                         59


60   INT. MGM GRAND CASINO - DAY                                     60

     MOVING WITH a cash cart as security guards push it past
     tourists, past cocktail waitresses, past Linus sitting at
     a blackjack table.

                                                       (CONTINUED)

                                                             44.

60   CONTINUED:                                                    60

                                DANNY (V.O.)
                  First task: reconnaissance. I
                  want to know everything that's
                  going on in all three casinos.
                  From the rotation of the dealers
                  to the path of every cash cart...


61   INT. BELLAGIO - BREAK ROOM - DAY                              61

     Two security TECHNICIANS on a smoke break grumble about
     their sex lives. Across the room, Frank sits innocently
     doing a crossword.

                                DANNY (V.O.)
                  I wanna know everything about
                  every guard, every watcher, anyone
                  with a security pass. I wanna
                  know where they're from, what
                  their nicknames are, how they take
                  their coffee...


     BETTER VIEW

     REVEALS: On his crossword, Frank has scribbled a
     transcript of the Technicians' conversation. As he
     glances up at an electronic keycard clipped to one
     Technician's belt...


62   INT. MIRAGE CASINO - DAY                                      62

     ... an identical keycard is swiped through a keypad, its
     light flashing red to green, admitting a guard into an
     "Employees Only" doorway.

     The Malloys, who've shadowed the guard here, note a
     sentry standing watch by the door as well as a security
     camera embedded in the ceiling above: No one walks
     through that portal unchecked.

                                DANNY (V.O.)
                  Most of all, I want you guys to
                  know these casinos. They were
                  built as labyrinths, to keep
                  people in. I want you guys to
                  know the quick routes out.

     Their job done, the Malloys start toward the casino's
     exit... in different directions. They begin to argue:
     The exit's that way -- no, it's that way.

                                                              45.

63   EXT. LAS VEGAS BOULEVARD - OUTSIDE THREE CASINOS - DAY          63

     With two dozen other tourists, Basher crosses the street
     and when he meets a manhole cover he stops and,
     extracting a small metal hook from his jacket, removes it
     from its perch, so casual about the action that no
     passerby looks twice at him.

                             DANNY (V.O.)
               Second task: power. On the night
               of the fight, we're gonna throw
               the switch on sin city. Basher,
               it's your show.

     Basher drops into the hole, pulling the cover over him,
     as we PULL UP OVER the Bellagio and...

                                                      DISSOLVE TO:


64   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  64

     Dozens of monitors manned by dozens of watchers canvas
     dozens of casino tables; only NASA's control rooms house
     more technology.

     Apart from the fray, another bank of monitors manned by
     two watchers (let's call them, for no particular reason,
     FAT and SLIM) oversee a different section of the casino:
     the cage, its tunnels, the elevator, and the vault it
     leads to; everything, in fact, which our team saw in the
     game room.

                             DANNY (V.O.)
               Third task: surveillance. Casino
               security has an eye and ear on
               everything, so we'll want an eye
               and ear on them. Livingston...


65   INT. BELLAGIO - LIVINGSTON'S ROOM - CLOSE ON SET OF             65
     SCHEMATICS OF BELLAGIO - NIGHT

     A page of the set Danny and Rusty "borrowed" from Kuehn &
     Associates. Danny and Livingston study it.


     WIDER

                             LIVINGSTON
               Well, it's not the least
               accessible system I've seen, but
               it's close. I don't suppose they
               have a closed-circuit feed I could
               tap into?

                                                      (CONTINUED)

                                                              46.

65   CONTINUED:                                                     65

     Danny shakes his head:     no such luck.

                                LIVINGSTON
                  Then this is definitely a black
                  bag job. Do they employ an in-
                  house technician?

     Danny looks to Rusty who, behind them, tampers with
     Livingston's audio-video setup: several portable
     monitors, a laptop and modem, telephone headset, etc.

                                 RUSTY
                  Two.   And one of them is lonely.

     DANCE MUSIC overwhelms the SOUNDTRACK...


66   INT. OLYMPIC GARDENS STRIP CLUB - NIGHT                        66

     ... as we join a lap dance already in progress. A
     security Technician (one of the two Frank eavesdropped on
     in the break room) shells out twenty bucks every three
     minutes for a DANCER to grind her pelvis against his
     chest...

     ... and while the Technician grins not-very-soberly and
     ogles her perfect breasts and paws at her midriff, the
     Dancer secretly removes the keycard from his belt.

                                 DANCER
                  I'll be right back, honey.    Don't
                  move a muscle.

                                TECHNICIAN
                         (drunk and in
                          love)
                  Depends on the muscle.

     She pouts, flirtingly, as she does for every idiot who
     drops a line like that, then makes her way to...


67   EXT. OLYMPIC GARDENS STRIP CLUB - NIGHT                        67

     ... where Rusty waits for her, and when she slips him the
     keycard, he slips her a c-note.

                                RUSTY
                  Thanks, Charmaine. I'll have it
                  back within the hour.
                         (as he goes)
                  Say hello to your mom for me.

                                DANCER
                  Say it yourself. She'll be
                  onstage in five minutes.

                                                            47.

68   INT. BELLAGIO CASINO - NIGHT                                 68

     FOLLOWING a bunch of balloons -- all congratulating
     "Happy Anniversary!" -- as a delivery boy carries them
     through the casino, and just as he's passing an
     "Employees Only" door (complete with sentry and embedded
     ceiling camera)...

     ... he bumps into a TOURIST, and the balloons drift out
     of his hand and into the camera...

                             TOURIST
               Hey, watch it, bud...


69   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY               69

     As the balloons fill the frame of one monitor...

                             SLIM
               433, we have visual impairment on
               the east door camera.


70   INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT                  70

     The SENTRY (#433) hears this and spots the balloons
     covering the embedded camera and approaches the delivery
     boy (who by freak accident happens to be Virgil
     Malloy)...

                             SENTRY
               Excuse me, sir: You're going to
               have to move your balloons.

     ... but Virgil's too busy picking a fight with the
     Tourist (surprise, surprise: Turk Malloy) to listen.

                             VIRGIL
               Who you calling 'bud,' pal?

                             TURK (TOURIST)
               Who you calling 'pal,' friend?

                             VIRGIL
               Who you calling 'friend'...
                      (can't think of
                       another)
               ... bud...

     And with the Sentry out of position...

     ... Livingston (dressed now in a technician's uniform,
     don't worry about how he got it) goes quickly to the door
     and swipes the newly-acquired keycard and when it flashes
     red-to-green, he enters...

     OCEAN'S 11 - Rev. 10/24/00                            48.

71   INT. CAGE - HALLWAY                                         71

     He's in. Livingston takes a moment, his brow perspiring
     (he's in the lions' den now), then checks his palm:
     drawn there in ballpoint is a diagram of the cage
     corridors.


72   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY - ON         72
     MONITOR NEXT TO BALLOON-CLOUDED ONE

     Livingston appears and, as nonchalantly as he can, he
     ambles down a hallway, then another, until he reaches...


73   INT. CAGE - HALLWAY                                         73

     ... an unmarked door next to the entrance to the security
     center. Livingston swipes his keycard to enter...


74   INT. CIRCUITRY ROOM                                         74

     A giant walk-in closet/switchboard full of wires, plugs,
     lights, etc. Livingston goes to work:


     FLURRY OF SHOTS

     He splices into all sorts of wires and lines and cables.
     Meanwhile...


75   INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT                 75

     ... Virgil and Turk argue, nose-to-nose, "accidentally"
     blocking the Sentry from the balloons...

                             VIRGIL
               You hear about this new medical
               discovery they made? It's called
               a 'sense of direction.'
               Apparently we're all supposed to
               have one...

                             TURK
               Yeah yeah yeah, whatever, balloon
               boy.

                             SENTRY
               Gentlemen, gentlemen...

                                                               49.

76   INT. CIRCUITRY ROOM                                             76

     Livingston's work here is almost done: he clips a small
     mechanism (known in his industry as a "spider" -- it's
     small, black, antenna-less and hides in dark places) to a
     main conduit, then verifies a tiny receiver he holds is
     picking up the spider's feed.

     One last click into place...


77   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  77

     ... causes a brief, unnoticed blip on Slim's monitors...


78   INT. BELLAGIO - LIVINGSTON'S ROOM - NIGHT                       78

     ... and transmits all the views of the cages onto the
     monitors upstairs. Danny and Rusty witness their
     appearance.

                             DANNY
               Why do they paint hallways that
               color?

                             RUSTY
               They say taupe is very soothing.


79   INT. CAGE - HALLWAY                                             79

     Livingston steps outside. His job done, he exhales and
     wipes the sweat from his brow and checks his palm for
     directions and...

     Whoops. His sweat just smeared the ballpoint. He's
     flying blind. He looks left down a corridor, then right,
     trying to remember which way he came from. No idea.


80   INT. BELLAGIO - LIVINGSTON'S ROOM                               80

                             DANNY
               Uh-oh.


81   INT. CAGE - HALLWAY                                             81

     MOVING WITH Livingston as he tries to find his way out.
     He takes a left...

     Whoops again: here comes Fat, dead ahead.    Livingston
     has no recourse but to march right by him.

                                                      (CONTINUED)

                                                                50.

81   CONTINUED:                                                       81

                                  FAT
                  Hiya.

                                  LIVINGSTON
                  Fine, thanks.

     Livingston continues on, and maybe for a second he thinks
     he's in the clear, especially when he sees the exit
     looming ahead, but then Fat turns behind him and hails
     him back...

                                  FAT
                  Hey...


82   INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT                      82

     At last, the Sentry outmaneuvers Virgil and Turk and
     grabs the balloons himself. Virgil quickly snatches them
     back...

                                VIRGIL
                  Hey... get your own balloons.


83   INT. CAGE - HALLWAY                                              83

     Livingston approaches the exit's keypad and swipes his
     keycard: the light does not flash red-to-green.

                                  FAT
                           (on his tail)
                  Hey...

     Livingston looks: he swiped the wrong side of his
     keycard. He tries again. Red flashes to green. He
     pulls the door...

     ... but Fat blocks it.       Livingston peers up, certain he's
     had it.


84   INT. BELLAGIO - LIVINGSTON'S ROOM                                84

     Danny and Rusty simultaneously lean forward.


85   INT. CAGE - HALLWAY                                              85

                                FAT
                  You dropped this.

     Fat holds out Livingston's receiver and drops it in his
     hand.

                                                        (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                  51.

85   CONTINUED:                                                      85

                                  LIVINGSTON
                  Thanks.

     And he's out.


86   INT. BELLAGIO - LIVINGSTON'S SUITE - NIGHT                      86

     Danny and Rusty exhale.

                                  DANNY
                  Well...

                                  RUSTY
                  Yeah...

                                  DANNY
                  Fourth task:    construction...


87   INT. WAREHOUSE - DAY                                            87

     The gang hauls building materials -- lumber, tools,
     paint, etc. -- and Yen hauls three times his share,
     carrying objects on his head/shoulders/arms, a circus
     act in a hardware store.

                                DANNY (V.O.)
                  We need to build an exact, working
                  replica of the Bellagio vault.

                                  RUSTY (V.O.)
                  For practice.

                                DANNY (V.O.)
                  Something like that.

     As Linus hauls in materials, Danny takes him aside.

                                DANNY
                  Fifth task: intelligence. We
                  need those codes, Linus. From the
                  only man who has all three.

                                  LINUS
                  Benedict.

                                DANNY
                  Learn to love his shadow.
                         (back to the team)
                  Sixth task: transport...

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                   52.

87   CONTINUED:                                                       87

                                LINUS
                         (young and eager)
                  Wait, wait, wait. All I get to do
                  is watch him?

                               DANNY
                  For now. You gotta walk before
                  you crawl.

                                RUSTY
                         (to Linus, correcting Danny)
                  Reverse that.

                                DANNY
                         (toward the Malloys)
                  Sixth task: transport...


88   EXT. BILLY TIM'S VAN AND TRUCK DEALERSHIP - OFFICE - DAY         88

     Outside a window: Turk and Virgil jump up and down on
     opposite bumpers of a van, testing its durability.

     Inside, Frank negotiates with BILLY TIM, a Cal-
     Worthingtonesque redneck car dealer, who half-pays
     attention to him, half-frets over the Malloys outside.

                                BILLY TIM
                  I'm sorry: eighteen-five each is
                  the best offer I can make you.

                                FRANK
                         (playing a bit of
                          a dandy)
                  Oh, I understand perfectly. They
                  are beautiful vans. Well, I thank
                  you for your time, Mister...?

                                 BILLY TIM
                  Denham.   Billy Tim Denham.

                                FRANK
                  Yes, Denham, like a jean.
                         (they shake)
                  You know: you have lovely hands
                  -- do you moisturize?

                                 BILLY TIM
                  I'm sorry?

                                                        (CONTINUED)

     OCEAN'S 11 - Rev. 1/8/01                                 53.

88   CONTINUED:                                                     88

     Frank's not letting go of the man's hand, the object now
     is to force Billy Tim into lowering his price just to get
     Frank out of his office.

                                FRANK
                  I swear by it. I try all sorts of
                  lotions. I went through a
                  fragrance-free period last year,
                  but now I'm liking this new brand
                  fortified with rose hip. My
                  sister, you know, she uses the
                  aloe vera with the sun screen
                  built in...

                                BILLY TIM
                         (just can't get
                          his hand back)
                  Uh-huh. You said you'd be willing
                  to pay in cash?

                                FRANK
                  I did. You know: they say
                  cinnamon is wonderful for your
                  pores. Read that on the internet.
                  And that ideally you should be
                  wearing gloves to bed, but I find
                  that would interfere with my
                  social agenda. Problem is: I get
                  a reaction to camphor so I can't
                  use traditional remedies...

                                BILLY TIM
                  If you could pay cash, I could
                  probably drop the price a little.
                  To, say, seventeen...
                         (as Frank squeezes
                          a little)
                  ... sixteen each.

                                FRANK
                         (big smile)
                  That would be lovely.


89   INT. WAREHOUSE - BACK TO DANNY - DAY                           89

     overseeing the construction, reviewing his list of tasks
     on his fingers, suspecting he's missed one.

                                DANNY
                  ... Power, surveillance,
                  transport...

                                                      (CONTINUED)

                                                              54.

89   CONTINUED:                                                     89

                                TISHKOFF
                  Anything I can do?

     Danny's eyes flash from Tishkoff to Saul, behind him,
     dressed in his usual frumpy attire: that's what he
     missed.

                                DANNY
                  Get your wallet.


90   INT. HABERDASHERY                                              90

     A tailor fits Saul for the finest suits Tishkoff's money
     can buy. As Saul smoothes out a coat sleeve...

                                SAUL
                  This is nice material.

                                DANNY
                  It's Armani, Saul.

                                SAUL
                  It's very nice.

     Saul's not fooling anyone: he's scared, right down to
     his Florsheims. Danny nods to the tailor: "Give us a
     moment."

                                DANNY
                  Saul, you sure you're ready to do
                  this?

     Saul turns away, and when he faces Danny again, his
     entire aspect has changed: His features stone, his eyes
     icicles.

                                SAUL
                  If you ever question me again,
                  Daniel, you won't wake up the
                  following morning.

     They exchange a long, fierce glance; Saul's eyes never
     waver.

                                  DANNY
                  You're ready.

     Danny signals Tishkoff: let's pay, and Saul immediately
     slumps into his old self. To a mirror, he practices...

                                SAUL
                  Hello.  My name is Lyman Zerga...
                         (this time a little
                          deeper)
                  My name is Lyman Zerga...

                                                            55.

91   INT. LIMOUSINE - DAY                                         91

     Saul's dressed completely (and immaculately) now in
     Armani, with his hair slicked back, a brief moustache on
     his lip, and impenetrably dark glasses riding the bridge
     of his nose. He continues to practice, his accent even
     deeper now and specifying no geographic origin -- could
     be Scottish, could be Israeli...

                             SAUL
               My name is Lyman Zerga... My name
               is Lyman Zerga...

     Danny passes him an envelope full of $100 bills.

                             DANNY
               There's a little over twenty grand
               there, Saul. Try to make it last.

     Saul pats down his pockets for something he can't find...

                                SAUL
               You seen my...

                             DANNY
                      (handing him Rolaids)
               Bought you a fresh roll.

     The limo pulls to a stop, and outside there is a flurry
     of FOOTSTEPS before Saul's door swings open, and Turk and
     Virgil (both costumed as bodyguards) stand waiting for
     him.

                             VIRGIL
               Mr. Zerga, we're here.

                             DANNY
               Good luck, Lyman.

                             SAUL
                      (hesitates, then gets
                       out)
               Luck is for losers.


92   INT. BELLAGIO CASINO - DAY                                   92

     Saul, as Lyman Zerga, makes as low-profile an entrance
     into the Bellagio as he can with bodyguards preceding and
     trailing him. He approaches a V.I.P CONCIERGE...

                             V.I.P. CONCIERGE
               Good afternoon, sir. How can I be
               of service?

                                                    (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                  56.

92    CONTINUED:                                                      92

                                 SAUL
                   My name is Lyman Zerga.   I'd like
                   a suite, please.

                                 V.I.P. CONCIERGE
                   Do you have a reservation with us?

                                 SAUL
                          (long glare at him)
                   I don't make reservations.

      A longer glance at Lyman's bodyguards tells the Concierge
      this is not a man to be denied. As he jumps to it...


A93   INT. OUTSIDE RESTAURANT'S ENTRANCE - DAY                        A93

      Outside a restaurant's entrance, Rusty and Linus sit
      before two slot machines, idly dropping in quarters as
      they watch Saul receive the royal treatment.

                                  RUSTY
                   Okay.   Tell me about Benedict.

                                 LINUS
                   The guy is a machine.


93    EXT. BELLAGIO CASINO - DAY (SUPER SLOW MOTION)                  93

      TERRY BENEDICT emerges from a Town Car and, from his
      haircut to his smile to his pant-cuffs, he is effortless
      perfection. He is Vegas royalty, yet he denies eye
      contact to no man. He strides into his casino and,
      appearing behind a pillar, Linus follows him in.

                                 LINUS (V.O.)
                   He arrives at the Bellagio every
                   day at two p.m. Same Town Car,
                   same driver. Remembers every
                   valet's name on the way in. Not
                   bad for a guy worth three-quarters
                   of a billion.


94    INT. BELLAGIO - ELEVATOR BAY (SUPER SLOW MOTION)                94

      The doors open, and Terry Benedict steps out.     Linus
      watches from a craps table.

                                 LINUS (V.O.)
                   Offices are upstairs. He works
                   hard, hits the lobby floor at
                   seven on the nose.

     OCEAN'S 11 - Rev. 1/8/01                                 57.

95   INT. BELLAGIO CASINO - NIGHT (SUPER SLOW MOTION)               95

     From a balcony, Benedict stands overlooking the casino
     floor. His CASINO MANAGER approaches and they confer.

                             LINUS (V.O.)
               Spends three minutes on the floor
               with his casino manager.

                             RUSTY (V.O.)
               What do they talk about?

                             LINUS (V.O.)
               All business. Benedict likes to
               know what's going on in his
               casinos. There's rarely an
               incident he doesn't know about
               or handle personally.


96   INT. HIGH ROLLERS' ROOM (SUPER SLOW MOTION)                    96

     Benedict works the room. He speaks to a Japanese High
     Roller in Japanese, to a Swiss in German, etc.

                             LINUS (V.O.)
               He spends a few minutes
               gladhanding the high rollers.
               He's fluent in Spanish, German and
               Italian, and he's taking Japanese
               lessons, getting pretty good at
               it. He's out by seven-thirty,
               when an assistant hands him a
               black portfolio. Contents: the
               day's take and new security codes.
               Then he heads to the restaurant.

     Indeed, as Benedict makes his exit, an assistant hands
     him a black portfolio.

97   INT. BELLAGIO CASINO - OUTSIDE RESTAURANT                      97

     Rusty and Linus watch the entrance:    No one enters.

                             LINUS
               Give him another ten seconds.

     Around the corner comes Benedict, carrying his black
     portfolio.

                              LINUS
               As I said:   a machine.

                             RUSTY
               And that portfolio contains the
               codes to all the cage doors?

                                                     (CONTINUED)

     OCEAN'S 11 - Rev. 3/30/01                                 58.

97   CONTINUED:                                                      97

                                LINUS
                  Two minutes after they've been
                  changed, he's got 'em in hand.
                         (beat)
                  I'll tell you: you guys picked
                  a helluva target. He is as smart
                  and ruthless as they come. The
                  last guy caught cheating here,
                  Benedict not only sent him up for
                  ten years, he got the bank to
                  seize the guy's home and
                  bankrupted --

                                RUSTY
                  -- his brother-in-law's tractor
                  dealership, I heard.

                                LINUS
                  He doesn't just go after your
                  knees, he goes after your
                  livelihood. And everyone-you-
                  ever-met's livelihood.

                                  RUSTY
                  You scared?

                                  LINUS
                  You suicidal?

                                RUSTY
                  Only in the morning.
                         (beat)
                  Now what?

                                LINUS
                  Now comes the girl... if she comes
                  in after he does, that means
                  they're in a snit.

                                RUSTY
                  Where's she come from?

                                LINUS
                  The museum downstairs. She's the
                  curator there. Wait... here she
                  is. You'll like this.

     Rusty looks up as...

     ... a beautiful woman (the one Danny saw on Benedict's
     arm in the New York Times photo) appears. Elegantly
     dressed, a knockout, she moves very much in her own
     private space. And Rusty's face just about drops at the
     sight of her.

                                                       (CONTINUED)

     OCEAN'S 11 - Rev. 3/30/01                     58A.

97   CONTINUED:    (2)                                    97


                                LINUS
                  I don't know if we can use her
                  yet. I haven't even caught her
                  name.

                                RUSTY
                  Tess.

                                LINUS
                  What?

                                 RUSTY
                         (looks very certain
                          about this, very
                          certain and very
                          upset)
                  Her name is Tess.

      OCEAN'S 11 - Rev. 1/8/01                                 59.

98    EXT. WAREHOUSE - NIGHT                                         98

      Construction continues into the wee hours.


99    INT. WAREHOUSE - NIGHT                                         99

      A facsimile of the Bellagio vault sprouts into shape.
      Livingston fixes a security camera in a corner, then
      matches its image (of Frank staple-gunning floorboard
      into place) to a security tape of the real McCoy.

      On the other side of the garage, Turk and Virgil go to
      work on their newly-purchased vans, with wrenches and
      blow torches. Tishkoff recognizes a gasket Virgil
      handles.

                              TISHKOFF
                This looks familiar. Where'd you
                get this?

                              VIRGIL
                Off your Rolls.

                               TISHKOFF
                Danny!   Tell 'em not to touch the
                Rolls!

      Overlooking the whole enterprise is Danny, grinning from
      ear to ear, happy in his work. He checks a stopwatch in
      his hand as...

      ... the false top to the cash cart before him flies open,
      revealing Yen within, his arms, legs and torso folded
      into a three-by-four foot space. He whips an air hose
      from his mouth and inhales deeply. Danny checks his
      watch.

                               DANNY
                29:47.   Everything okay in there?

      Yen responds. Of course, Danny doesn't understand him.
      But Rusty does, appearing behind him.

                              RUSTY
                But what doesn't beat the shit out
                of being a circus performer?

      Danny turns to Rusty:    he looks very, very serious.


100   EXT. WAREHOUSE - NIGHT                                         100

      Danny and Rusty adjourn from the warehouse.

                                                      (CONTINUED)

                                                                 60.

100   CONTINUED:                                                       100

                                  DANNY
                   What is it?

                                 RUSTY
                   Tell me this isn't about her. Or
                   I'll walk off the job right now.
                          (off Danny's reaction)
                   Tess. She's with Terry Benedict
                   now. Tell me this isn't about
                   screwing the guy who's screwing
                   your wife.

                                  DANNY
                   Ex-wife.

                                  RUSTY
                   Tell me.

                                  DANNY
                   It's not.   About that.   Entirely.

      A beat.

                                 DANNY
                   You said you needed a reason.
                   Well, this is mine.
                          (beat)
                   When we started in this business,
                   we had three rules. We weren't
                   gonna hurt anybody. We weren't
                   gonna steal from anybody didn't
                   have it coming. And we were gonna
                   play the game like we had nothing
                   to lose. Well, I lost something.
                   Someone. That's why I'm here.

      A beat.

                                 RUSTY
                   Here's the problem: we're
                   stealing two things now. And when
                   push comes to shove, if you can't
                   have both, which are you gonna
                   choose? And remember: Tess
                   doesn't divide eleven ways.

      A beat.

                                 DANNY
                   If things go to plan, I won't be
                   the one who has to make that
                   choice.

      The two men stand quietly for a moment.

                                                         (CONTINUED)

                                                               61.

100   CONTINUED:    (2)                                              100

                                 DANNY
                   How'd she look by the way?
                   Tess...

                                 RUSTY
                   I've seen her happier.


      CLOSE ON PICASSO'S WOMAN WITH GUITAR

                                 TESS (V.O.)
                   'Radiant' is the word. Absolutely
                   radiant.


101   INT. BELLAGIO ART GALLERY - DAY                                101

      The painting hangs under a portrait lamp on a wall
      between a van Gogh and a Monet.

      At a distance, admiring it, are Tess, the SELLER and the
      seller's AIDE-DE-CAMP. A staff photographer and other
      personnel mill nearby.

      Off to the side, in a sharp blazer, Tess stands
      transfixed by the painting.

                                 TESS
                   He painted it in the summer of
                   1912, after the break-up with
                   Fernande Olivier.

                                 SELLER
                   She must have put him through
                   hell.

                                 TESS
                   You can see the conflict. He
                   makes her both erotic and
                   grotesque. He's hopelessly drawn
                   to her, and yet she drives him
                   crazy.

                                 AIDE-DE-CAMP
                          (checking his watch)
                   Mr. Santaniello has an early
                   flight. Do you think Mr. Benedict
                   will be late?

                                 TESS
                   Mr. Benedict is never late.

      Just then the double doors to the gallery swing open, and
      Terry Benedict enters, right on time.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 5/31/01                                62.

101   CONTINUED:                                                     101

      He is elegant, beaming, commanding.    All that's missing
      is a blare of trumpets.

                                  BENEDICT
                   Am I late?

                                 TESS
                   Not at all, Mr. Benedict.
                          (greeting him)
                   Allow me to introduce to you Mr.
                   Jean Santaniello.

                                 BENEDICT
                          (to Seller)
                   Mr. Santaniello, I apologize if I
                   kept you. I had to iron out a few
                   issues with my fight promoter. I
                   gave him an unlimited budget, and
                   he exceeded it.

                                 SELLER
                   I understand it's going to be a
                   hell of a fight.

                                  BENEDICT
                   We hope.

      Tess angles Benedict toward the painting.

                                  TESS
                   Here it is.

      Benedict moves toward the painting, and as he does he
      catches Tess in his glance, and his smile deepens. Then:

                                 BENEDICT
                   Magnificent! I've been following
                   her for fifteen years now. At
                   last I've made her a home.
                          (to Tess)
                   All the arrangements and so
                   forth...

                                  SELLER
                   Done.   She's yours.

                                 BENEDICT
                   Not mine. She belongs to everyone
                   who comes into my hotel. Isn't
                   that right, Ms. Ocean?

                                                       (CONTINUED)

                                                               63.

101   CONTINUED:    (2)                                              101

                                 TESS
                   Yes, Mr. Benedict.

                                 BENEDICT
                   She's lovely, isn't she?
                          (as the Seller is
                           confused; Benedict
                           specifies painting)
                   I can't be the only one who was
                   after her.

                                 SELLER
                   You're the only one who met my
                   price.

                                 BENEDICT
                   Ah, but this... You can't put a
                   price on beauty. But I shouldn't
                   philosophize. I own casinos,
                   after all.

                                 AIDE-DE-CAMP
                   Can we get a quick shot? Mr.
                   Santaniello has a plane to catch.

                                 BENEDICT
                   Of course, of course.

      Tess understands: she is not to be part of the photo.
      Benedict and the Seller pose together and...

      Flash!


102   INT. BELLAGIO ART GALLERY - LATER                              102

      The Seller exits with the Aide-De-Camp in tow. Benedict
      remains, enthralled by the painting. Tess appears beside
      him.

                                  TESS
                   You like it?

                                 BENEDICT
                   I like that you like it.
                          (beat)
                   I have some bad news from the
                   world of high fashion. It seems
                   Mike Tyson will be wearing red on
                   Saturday night. Red trunks with a
                   white stripe.

                                  TESS
                   Oh?

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                     64.

102   CONTINUED:                                                         102

                                 BENEDICT
                   And you, as I recall, will be
                   wearing a red Donna Karan? And
                   when the TV cameras pick us up in
                   the front row, that red dress...

                                   TESS
                   I see.

                                 BENEDICT
                   He's a charming man, but no one's
                   going to be watching him when they
                   can make a study of you. I've
                   asked Paolo to find three or four
                   things for you to try. I hope
                   you're not too disappointed.

      She is, but she buries it.

                                   BENEDICT
                   Are you sure?

      She nods, smiles faintly.

                                 BENEDICT
                   I'll see you tonight.

      Instinctively she leans in to kiss him.        He recoils ever
      so slightly.

                                   TESS
                   What?    We're alone.

      He lets his eyes wander along the length of the ceiling,
      over all the eye-in-the-sky cameras hidden there. She
      follows his look.

                                 BENEDICT
                   In my hotels, there's always
                   someone watching.

      But he kisses her anyway.

                                 TESS
                   I'll see you tonight.

      He glances once more on the Picasso as he moves away.

                                 BENEDICT
                   Actually, I do like it.

      And Tess remains, thinking:         he's rich, he's handsome and
      wooing, but is she happy?

       OCEAN'S 11 - Rev. 10/24/00                            65.

103    OMITTED                                                     103
thru                                                               thru
105                                                                105


106    INT. HIGH ROLLERS' ROOM - NIGHT                             106

       Quiet, elegant, tense. One table is operating only, in
       the corner, and at it Saul, as Lyman Zerga, furtively
       peels at the roll of Rolaids and slips one in his mouth.

                               HIGH ROLLER #1
                 Weak stomach, Mr. Zerga?

                               SAUL
                 I don't believe in weakness. It
                 costs too much. I don't believe
                 in questions, either.

                                                     (CONTINUED)

                                                                 66.

106   CONTINUED:                                                       106

      This shuts the High Roller up fast. Saul looks up from
      the table, just perceptibly, to spot Terry Benedict, on
      his way in, right on schedule. He approaches the PIT
      BOSS by the entrance.

                                   BENEDICT
                   Eddie.    Anything for me?

                                 PIT BOSS
                   Mr. Zerga, sir. Lyman Zerga. In
                   the third position. Wishes to
                   speak with you privately.

                                   BENEDICT
                   Who is he?

                                 PIT BOSS
                   Businessman of some kind, working
                   mostly in Europe. He's very
                   vague, but I asked around. Word
                   is he deals primarily in arms.
                   One of the biggest.

                                   BENEDICT
                   Zerga?    Never heard of him.

                                   PIT BOSS
                   Yessir.    That's why I don't doubt
                   it.

                                 BENEDICT
                   He's staying here?

                                 PIT BOSS
                   Checked in two nights ago, sir.
                   He's in the Mirador suite.

                                 BENEDICT
                   How's he doing?

                                  PIT BOSS
                   Up.   Almost forty grand.

                                 BENEDICT
                          (knowing he can't
                           duck this)
                   Good for him...


107   INT. BELLAGIO - RESTAURANT - SAME TIME                           107

      Tess Ocean sits in a booth and sips at a glass of wine
      and checks her watch: Benedict is late or very close to
      being so...

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               67.

107   CONTINUED:                                                     107

      ... when a pair of hands slips over her shoulders and
      starts to caress her arms.

                                  TESS
                          (without looking
                            at him)
                   You're thirty seconds late. I was
                   about to send out a search
                   party...
                          (recognizing the hands,
                            she turns, stunned)
                   Danny...

                                 DANNY
                          (standing over her,
                           grinning)
                   Hello, Tess.

                                 TESS
                          (thrilled and petrified
                           and stunned to see
                           him, but outraged
                           mostly)
                   What are you doing here?

                                 DANNY
                   I'm out.

                                 TESS
                   You're out.

                                 DANNY
                   Of prison. You remember. The day
                   I went for cigarettes and never
                   came back. You must have noticed.

                                  TESS
                   I don't smoke.
                          (as he sits)
                   Don't sit --

                                 DANNY
                          (but he does)
                   They said I'd paid my debt to
                   society.

                                 TESS
                   Funny, I never got a check.

      Danny smiles.    Tess stares daggers.

                TESS                      DANNY
        You can't stay.                   It's good to see you.


                                                       (CONTINUED)

                                                                  68.

107   CONTINUED:    (2)                                                 107

                                 DANNY
                   You're not wearing your ring.

      A beat.

                                TESS
                   I sold it. And I don't have a
                   husband. Or didn't you get the
                   papers?

                                 DANNY
                   My last day inside.

                                 TESS
                   I told you I'd write.

      Danny reaches his hand (ringed) for hers (ringless), but
      she removes it from the table.

                                   TESS
                   Danny.   Go.   Now. Before...

                                   DANNY
                   Benedict?

      She freezes: Danny knows.       He smiles:   it's okay.   Then,
      to a passing waiter:

                                  DANNY
                          (his fingers two
                           inches apart)
                   Whiskey and --
                          (then one inch
                           apart)
                   -- whiskey.

                                   TESS
                   Danny...

                                 DANNY
                   You're doing a great job curating
                   the museum.

      She sighs, exasperated.

                                 DANNY
                   The Vermeer is quite good. Simple
                   but vibrant. Although his work
                   definitely fell off as he got
                   older.

                                 TESS
                   Remind you of anyone?

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                   69.

107   CONTINUED:    (3)                                                107

                                 DANNY
                   And I still get Monet and Manet
                   confused. Which one married his
                   mistress?

                                  TESS
                   Monet.

                                  DANNY
                   Right.   Manet had syphilis.

                                 TESS
                   They also painted occasionally.

      A beat.

                                 DANNY
                   You don't know how many times I
                   played this conversation out in my
                   head the last two years.

                                 TESS
                   Did it always go this poorly?

                                  DANNY
                   Yes.

                                 TESS
                   Sounds frustrating.

                                 DANNY
                   You were never easy.
                          (as she shrugs)
                   Okay. I'll make this quick. I came
                   here for you. I'm gonna get on with
                   my life, and I want you with me.

                                 TESS
                   You're a thief and a liar.

                                 DANNY
                   I only lied about being a thief.
                   But I don't do that anymore.

                                  TESS
                   Steal?

                                  DANNY
                   Lie.

                                 TESS
                   I'm with someone now who doesn't
                   have to make that kind of
                   distinction.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 03/20/01                                  70.

107   CONTINUED:    (4)                                                 107

                                 DANNY
                   No, he's very clear on both.

                                  TESS
                   Nice.   Work on that for two years, too?

                                 DANNY
                   Year and a half.

      A light smile from Tess.

                                 TESS
                   Do you know what your problem is?

                                 DANNY
                   I only have one?

                                 TESS
                   You've met too many people like you.
                          (then)
                   I'm with Terry now.

                                 DANNY
                   Does he make you laugh?

                                 TESS
                   He doesn't make me cry.


108   INT. HIGH ROLLERS' ROOM - SAME TIME                               108

      At the table, Saul bets heavily for the bank. Benedict
      approaches, stands off to the right, watching.

                                 HIGH ROLLER
                          (to Saul, noticing his
                           heavy bet)
                   You don't want to get in the hole
                   too heavy to this Benedict. A
                   friend of mine once borrowed a
                   hundred g's from the guy. Two
                   months went by, Benedict hadn't
                   heard from him, he calls my friend
                   up, asks 'Where's my money?' I'll
                   get to it when I get to it,' my
                   friend says. Half hour later
                   Benedict's in my friend's hotel
                   room, dangling him off his 10th
                   floor balcony by his feet. 'You
                   gonna get to it now?'

      High Roller turns over a nine.     Saul wins.

                                                          (CONTINUED)

      OCEAN'S 11 - Rev. 03/20/01                                  70A.

108   CONTINUED:    (A1)                                                 108

                                 FRANK
                   Bank wins -- natural nine.

      Benedict steps forward.

                                    HIGH ROLLER
                   Hiya, Terry.

                                    BENEDICT
                   Mr. Weintraub.     How's everything?

                                 HIGH ROLLER
                   Eh. They put too much grenadine
                   in my Shirley Temple.

                                 BENEDICT
                   And here I thought you were
                   drinking vodka.
                          (turning attention to
                           Saul)
                   Mr. Zerga.

                                 SAUL
                   Mr. Benedict. I recognize you
                   from the TV. You know, nine
                   casinos out of ten, owner comes
                   up in the middle of the hand to
                   ask me what I want. I respect
                   your waiting.

                                                          (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/01                               71.

108   CONTINUED:                                                     108

                                 BENEDICT
                   You're the guest, sir.

                                 SAUL
                   And I have to impose on your
                   hospitality. Can you sit in for a
                   hand?

                                 BENEDICT
                   I'd love to, Mr. Zerga, but the
                   gaming board would feed me to my
                   white tigers.

                                 SAUL
                   That's a shame. You're the king
                   of Vegas and you have to play
                   craps in the alley.

                                 BENEDICT
                   No shame at all. Reminds me of my
                   youth.


      CORNER - MOMENT LATER

      Benedict and Saul are huddled in a corner.

                                 SAUL
                   The fight is Saturday, is it not?

                                  BENEDICT
                   Yes.   I can get you seats...

                                 SAUL
                   No, no. Hand-to-hand combat
                   doesn't interest me. I have a
                   package arriving here Saturday
                   evening. A black briefcase,
                   standard size, the contents of
                   which are very valuable to me.

                                 BENEDICT
                   I'd be happy to put it in the
                   house safe for you.

                                 SAUL
                   The house safe is for brandy and
                   grandmother's pearls. I'm afraid
                   I need something more secure.

                                 BENEDICT
                   I can assure you, the house safe
                   is utterly...

                                                       (CONTINUED)

                                                                72.

108   CONTINUED:    (2)                                               108

                                 SAUL
                          (his looks stops
                           Benedict)
                   I can assure you, Mr. Benedict,
                   your generosity in this matter
                   will not go overlooked. Now:
                   what can you offer me besides the
                   safe?

      Saul's eyes are pure steel: he is not a man familiar
      with being denied. And Benedict recognizes that fact.


109   INT. BELLAGIO - RESTAURANT - SAME TIME                          109

                                 TESS
                   See, the kind of people you steal
                   things from, they have insurance
                   to compensate them. They get made
                   whole again. I had to leave New
                   York to get away from what
                   happened. How do I get my five
                   years back, Danny?

                                 DANNY
                   You can't. But what you can do is
                   not throw away another five years.

                                 TESS
                   You don't know anything about --

                                 DANNY
                          (leaning in)
                   Listen, you don't love me anymore,
                   you want to make a life with
                   someone else? Fine, I'll have to
                   live with that. But not him.

                                 TESS
                   Spoken like a true ex-husband.

                                 DANNY
                   I'm not joking, Tess.

                                 TESS
                   I'm not laughing.
                          (beat)
                   You have to admit there's a
                   conflict of interest when you give
                   me advice about my love life.

      Danny exhales and leans back.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                  73.

109   CONTINUED:                                                      109

                                DANNY
                   Yes. But that doesn't mean I'm
                   wrong.

      She looks at him, and maybe part of her knows that he
      isn't. She looks down at his ring, somewhat wistful.
      He sees her looking at it.

                                 TESS
                   Do you remember what I said to you
                   when we first met?

                                 DANNY
                   You said: you better know what
                   you're doing.

                                 TESS
                   Do you? Now? Because -- truly --
                   you should walk out the door if
                   you don't.

                                 DANNY
                   I know what I'm doing.

                                 BENEDICT
                   What are you doing?

      Terry Benedict is hovering over them, fresh from his
      meeting with Saul.

                                    DANNY
                   Catching up.

                                 TESS
                   Terry, meet my ex-husband...

                                 DANNY
                          (extending his hand)
                   Danny Ocean.

                                 BENEDICT
                          (taking it)
                   Mr. Ocean.
                          (to Tess)
                   Forgive me for being late. A
                   guest required my attention.

                                 TESS
                   Danny was just walking through the
                   restaurant and spotted me.

                                    BENEDICT
                   Is that right?

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                  74.

109   CONTINUED:    (2)                                               109

                                 DANNY
                   I was shocked myself.   Imagine the odds.

                                 BENEDICT
                   'Of all the gin joints in all the
                   world...'
                          (beat)
                   You've been in prison until
                   recently, isn't that right? How
                   does it feel to be out?

                                 DANNY
                   About the same. Everything you
                   want is still on the other side.

                                 BENEDICT
                   There's the human condition for
                   you.

                                 TESS
                   Terry, Danny was just about to...

                                 DANNY
                   I just wanted to say hello.   For
                   old time's sake.

                                 BENEDICT
                   Stay for a drink, if you like.

                                 TESS
                   He can't --

                                 DANNY
                          (simultaneously)
                   -- I can't.

      An awkward silence.    Benedict takes Tess's hand in his.

                                 BENEDICT
                   Well, then I don't imagine we'll
                   be seeing you again, Mr. Ocean.

                                 DANNY
                   You never know.

                                 BENEDICT
                   I know everything that happens in
                   my hotels.

                                 DANNY
                   So I should put those towels back.

                                 BENEDICT
                   The towels you can keep.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               75.

109   CONTINUED:    (3)                                              109

                                 DANNY
                          (smiles, rises)
                   Good seeing you, Tess.

                                 TESS
                   Take care, Danny.

      Danny goes.    When he's out the door...

                                  TESS
                   I'm sorry --

                                 BENEDICT
                          (like lightning)
                   Don't be.


110   OUTSIDE RESTAURANT                                             110

      MOVING WITH Danny as he exits, his fingers snapping, he
      saw the mist in Tess's eyes just now, he knows he's got a
      fighting chance with her, but what he does not know is...

      ... Linus is tailing him, ten steps back. He stops,
      glances back at the restaurant quizzically, then
      continues following Danny.


111   INT. BASHER TARR'S HOTEL ROOM - DAY                            111

      Nobody lights a match, this place is a powder keg.
      Basher sits on his bed, surrounded by combustibles,
      whittling and polishing a plastic explosive into an
      emerald shape. There's a KNOCK at the door...

                                 MAID (O.S.)
                   House cleaning.

                                 BASHER
                          (eyes never leave
                           his work)
                   Just jumping into the shower, can
                   you come back later?

      The maid moves on, on TV:     A Reporter broadcasts live...

                                 REPORTER (V.O.)
                   We're here at the historic
                   Paradiso Hotel and Casino, once
                   the prize resort of Las Vegas, now
                   seconds away from demolition...

      OCEAN'S 11 - Rev. 10/24/00                            76.

112   EXT. PARADISO HOTEL (ON STRIP) - DAY                        112

      Just down the block from the Terry Benedict Trinity
      stands (for a few remaining moments) the edifice of the
      Paradiso, Reuben Tishkoff's bankrupted hotel-casino.

      A crowd has gathered to witness its destruction: Terry
      Benedict, for one, his finger on the button and his face
      in the spotlight; Tess another, standing (near)by her
      man; Danny, too, hidden within the masses, eyes fixed on
      his ex; and Linus, who keeps a steady bead on Danny.

                              REPORTER
                ... and here's Reuben Tishkoff,
                former owner of the Paradiso, come
                to bid farewell to his fabled
                resort and wish Terry Benedict all
                the best with his future plans for
                the property...

      Terry greets Reuben before the TV cameras and newspaper
      reporters, and everyone's smiling and shaking hands, but
      behind those smiles and under their breaths...

                              BENEDICT
                Good to see you.

                              REUBEN
                Go shit in your mouth.

      Tess, her eyes roaming the crowd, finds a pair staring
      back at her: Danny's. She holds his glance a moment --
      long enough for both Linus and Benedict to notice --
      before turning away, to...

      ... Benedict, who puts his public smile back on and steps
      up to a podium alongside MIKE TYSON and LENNOX LEWIS, and
      together they all put their hands on "the plunger" and
      Benedict leans into a microphone...

                              BENEDICT
                I hope there's as much dynamite in
                the Paradiso as there will be in
                this Saturday's fight.

      ... and -- WHOOMPH -- the PLUNGER comes down and -- write
      your own onomatopoeia here -- the PARADISO IMPLODES.
      Reuben wipes a tear from his eye.

                              REUBEN
                G'bye, honey...


113   INT. BASHER TARR'S HOTEL ROOM - SAME TIME                   113

      As the Paradiso crumbles outside his window, the lights
      and TV in his room flicker and go out.
                                                    (CONTINUED)

                                                                77.

113   CONTINUED:                                                       113

                                 BASHER
                   Shit.

      As he scrambles out the door, making sure to post a "Do
      Not Disturb" sign...

                                 RUSTY (V.O.)
                   Saturday day is yours. Do
                   whatever you like with it.


114   INT. TISHKOFF'S - GAME ROOM - NIGHT                              114

      FROM ABOVE, SLOWLY DESCENDING: Ten of our eleven (Basher
      is missing) surround the model of the three casinos.
      Rusty leads everyone in a run-down of the heist...

                                 RUSTY
                   Call is at five-thirty. Makeup
                   and costume. Saul's package
                   arrives at seven-fifteen, and
                   Linus grabs our codes. All goes
                   well there and we're a go. Seven-
                   thirty Virgil and Turk deliver Yen
                   and we're committed. From that
                   point, we have thirty minutes to
                   blow the power or he suffocates.

      We DESCEND ONTO the miniature of the vault, then --

                                                        DISSOLVE TO:


115   INT. BELLAGIO VAULT - NIGHT                                      115

      FROM ABOVE, DESCENDING STILL: This is the Real Deal.
      The Bellagio vault. A clock reads: 8:03.

                                 RUSTY (V.O.)
                   Once the electricity goes, all
                   entry points to the vault and its
                   elevator will automatically lock
                   down for two minutes. That's when
                   we make our move...

      Two guards wheel in a cash cart and leave it in the
      vault's center and march out again, closing the thick
      metal door behind them. When the vault LOCKS CLICK...

      ... We STOP DESCENDING, just above the cash cart. There
      is silence for a spell, the lights flicker out, then...

      ... the false top of the cart springs open, revealing Yen
      within, folded neatly.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                 78.

115   CONTINUED:                                                     115

      He inhales deeply, then slowly unspools himself from the
      cash cart until, at last, he crouches atop it. He takes
      in the room: vacant and silent.

      Except for Rusty, who walks right by him, incongruously.

                                 RUSTY
                   Okay: they've put you in the
                   middle of the room, far from
                   everything. You have to get from
                   here to the door without touching
                   the floor. What do you do?

      A WIDER ANGLE reveals we're...


116   INT. WAREHOUSE - NIGHT                                         116

      The Bellagio vault has been fully reproduced here, and
      what we've been watching has been a trial run. Ten of
      the eleven (Turk and Virgil in guard costumes, Basher is
      still missing) watch from offstage, like a film crew
      watching a dress rehearsal.

                                 FRANK
                   Fin says he shorts it.

                                 LIVINGSTON
                   Make it a sawbuck.

      From a dead squat, Yen leaps, hands first, from the cash
      cart to a ledge five yards away, and grips it safely with
      both hands without touching the floor. From this
      position, he'll inch his way to a counter, then, to the
      door...

      Frank pays up. Behind him, a DOOR SLAMS, and he turns to
      see Basher, at last. Sniffing the air, he double-takes
      -- Basher's covered head-to-toe in sewage.

                                 BASHER
                          (and he's not happy)
                   We're in deep shit.


117   EXT. WAREHOUSE - NIGHT                                         117

      Linus hoses Basher off, his accent angry and thick as he
      spits out water and the story of his afternoon and if
      nobody understands a word he's saying, that's okay...

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                79.

117   CONTINUED:                                                      117

                                 BASHER
                   The damn demo crew didn't use a
                   coaxial lynch to back the
                   mainline! Onioned the mainframe
                   couplet!

      Reuben leans into Livingston...

                                 REUBEN
                   You understand any of this?

                                 LIVINGSTON
                   I'll explain later.

                                  BASHER
                   Blew the backup grid one by one!
                   Like dominoes!

                                 DANNY
                          (as he hardly
                           understands
                           this either)
                   Basher. What happened?


118   FLASHBACK - INT. VEGAS SEWERS - THAT AFTERNOON                  118

      A cabal of city engineers investigates subterranean fuse
      boxes, and Basher tails them, hiding near a waterfall of
      effluent.

                                 BASHER (V.O.)
                   They did exactly what I planned to
                   do. Only they did it by accident.
                   Now they know their weakness. And
                   they're fixing it.

      An ECHOING FOOTSTEP draws the attention of the city
      engineers, and Basher retreats into the waterfall.


119   INT. TISHKOFF'S LIVING ROOM - NIGHT (PRESENT)                   119

      Basher towels off his hair...

                                 DANNY
                   So...

                                 BASHER
                   So unless we decide to do this job
                   in Reno, we're screwed.

      Danny rises and paces, frustrated.      He's come too far for
      things to go awry now.

                                                        (CONTINUED)

       OCEAN'S 11 - Rev. 10/24/00                                80.

119    CONTINUED:                                                      119

                                    RUSTY
                    We could --

                                    DANNY
                    By tomorrow?

       Danny keeps pacing; Rusty hangs his head and thinks;
       Basher dries his hair.

                                  BASHER
                           (an idea occurs
                            to him)
                    We could use a pinch.

       Danny stops; Rusty looks up.

                                  DANNY
                    What -- is a pinch?


120    INT. LAB - DAY                                                  120

       Scientists demonstrate the pinch, a lithium wire in a
       glass vacuum tube the size of a small refrigerator.

                                  BASHER (V.O.)
                    A pinch is the equivalent of a
                    cardiac arrest for any broad-band
                    electrical circuitry. Or better
                    yet: A pinch is a bomb... but
                    without the bomb. Every time a
                    nuclear weapon detonates, it
                    unleashes an electromagnetic pulse
                    which shuts down any power source
                    within its vicinity. That tends
                    not to matter in most cases
                    because the nuclear weapon
                    destroys everything you might need
                    power for anyway. Now a pinch
                    creates a similar electromagnetic
                    pulse, but without the headache of
                    mass destruction and death. So
                    instead of Hiroshima, you get the
                    Seventeenth Century.


A121   INT. TISHKOFF'S LIVING ROOM - NIGHT                             A121

                                    RUSTY
                    For how long?

                                  BASHER
                    About ten seconds.

                                                         (CONTINUED)

       OCEAN'S 11 - Rev. 1/8/01                                       81.

A121   CONTINUED:                                                           A121

                                  DANNY
                    Could a pinch take out the power
                    of an entire city? Like, I
                    don't...

                                  BASHER
                    Las Vegas?
                           (beat)
                    But there's only one pinch in the
                    world big enough to handle it.

       Danny and Rusty trade a look:        They have their answer.

                                    DANNY
                    Where?

                                  BASHER
                           (a beat, then balefully)
                    Pasadena.


B121   EXT. CAL TECH CAMPUS - NIGHT                                         B121

       Headlights hit a sign: "Cal Tech. HIGH-SECURITY AREA.
       KEEP OUT." A white VAN SHOOTS PAST it.


121    OMITTED                                                              121


122    INT. WHITE VAN - NIGHT                                               122

       Turk and Virgil man the front seats as Danny, Basher, Yen
       and Linus huddle in the back. Basher and Yen both
       prepare equipment for their raid: hooks and a rope for
       Yen, a small blowtorch and a drill for Basher.

                                   DANNY
                           (to Basher and Yen)
                    You two ready?

       They nod and, with Danny, start out the van's rear door.
       Linus starts to follow but...

                                  DANNY
                    What are you doing?

                                  LINUS
                    Coming with you.

       Danny smiles and shakes his head.

                                    LINUS
                             (furious)
                    But...
                                                           (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                  82.

122   CONTINUED:                                                      122

      The van door slams in his face.


123   EXT. LABORATORY - AT PERIMETER DOOR - NIGHT                     123

      Danny picks a lock, then he, Yen, and Basher disappear
      into the lab's interior.


124   INT. WHITE VAN                                                  124

      Linus twiddles his thumbs, tired of being seated at the
      kids' table. Meanwhile, up front, another Mensa meeting
      has been called to order...

                                    VIRGIL
                   Are you a man?

                                   TURK
                   Yes.    Nineteen.

                                    VIRGIL
                   Are you alive?

                                   TURK
                   Yes.    Eighteen.

                                    VIRGIL
                   Evel Knievel.

                                  TURK
                   Shit!   Okay, your turn...


      SAME SCENE - LATER

                                 VIRGIL
                   Co-sign squared over .0455.

                                   TURK
                   No.    Co-sign squared over .0415.

                                    VIRGIL
                   .04-five-five.

                                    TURK
                   One-five.

                                 VIRGIL
                   You're so wrong.

                                 TURK
                   You don't know your string theory,
                   bitch.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                 83.

124   CONTINUED:                                                     124

      SAME SCENE - LATER

      After a spell of silence...

                                 VIRGIL
                   Mom told me she loves me more.

                                 TURK
                   She told me she was going to tell
                   you that.


      ON LINUS

                                  TURK (O.S.)
                   Stop it.

                                  VIRGIL (O.S.)
                   Make me.

                                  TURK (O.S.)
                   Stop it.

                                  VIRGIL (O.S.)
                   Make me.

      They can be heard WRESTLING. Linus has had enough.     He
      sneaks out the van's back door without the Malloys
      hearing him.


125   AT PERIMETER DOOR                                              125

      Linus sulks along the laboratory's perimeter, finds the
      door Danny pick-locked, and disappears inside.

      A moment passes.

      A moment passes.

      And the next door opens, and Danny, Basher, and Yen
      appear, pinch in hand -- they've succeeded. They weave a
      path to the van...


126   INT. VAN                                                       126

      Turk and Virgil are still wrestling as the trio appears.
      Danny, Basher and Yen pile in the back...

                                  DANNY
                   We got it.   Let's go.

      Turk floors it, and they're off.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                    84.

126   CONTINUED:                                                        126

                                    DANNY
                   Wait a minute.

      Turk brakes, and they're not.

                                    DANNY
                   Where's Linus?

      Everyone realizes:    he's not here.   Just then:

      SIRENS and ALARMS and lights come to life.      Uh-oh.

      Danny spins to look out the back of the van, Basher by
      his side. His eyes scan the compound, then:

                                    DANNY
                   There he is.


      DANNY'S POV

      of the lab, and its beveled-glass stairwell. Linus
      scrambles up its steps, a flight ahead of a duo of chasing
      guards. As he ascends out of sight...

      Danny shifts his focus to -


      DANNY'S POV

      The other side of the building, and two more guards
      arriving on the roof and moving toward the staircase:
      Linus will be trapped.


      BACK TO SCENE

      Danny, Basher, and Yen squat side-by-side-by-side,
      watching all this. Yen makes a colorful observation about
      Linus's predicament; of course, no one understands it.

                                 VIRGIL (O.S.)
                   One of us should help him.

                                 BASHER
                          (who speaks Danny's mind)
                   Then there'll be two of us who
                   need saving.

                                 DANNY
                   He knows where we are.

                                                          (CONTINUED)

       OCEAN'S 11 - Rev. 1/8/01                                 85.

126    CONTINUED:    (2)                                              126

       DANNY'S POV

       Both sets of guards appear on the rooftop, and find no
       Linus between them -- he's disappeared.

                                     TURK (O.S.)
                    Where'd he go?


       BACK TO SCENE

       Danny and Basher slowly turn: Turk and Virgil crouch
       inches behind them, wanting to spectate as well.

                                   TURK
                            (off Danny's look)
                    What?
                           (then, realizing their
                            goof, to his brother,
                            remonstratively)
                    Would you -- shouldn't someone be
                    behind the wheel?

       CRASH!


127    OMITTED                                                        127
&                                                                     &
128                                                                   128


129    EXT. LABORATORY - NIGHT                                        129

       A second-story WINDOW EXPLODES as a desk chair flies
       through it, followed shortly by Linus who leaps onto a
       steel-mesh overhang running alongside the building.


130    OMITTED                                                        130


A131   INT. VAN                                                       A131

                                  DANNY
                    Alright, back it up, back it up!

       Virgil leaps into the driver's seat, shifts into reverse.


B131   EXT. VAN                                                       B131

       Linus runs along the overhang, then leaps down, onto the
       reversing van, and rolls along its roof and down its
       windshield.

                                                        (CONTINUED)

       OCEAN'S 11 - Rev. 1/8/01                                  86.

B131   CONTINUED:                                                      B131

       THROUGH the windshield: Virgil jabs his thumb over his
       shoulder: get in the back.

                                  DANNY
                           (appearing from
                            the rear doors)
                    C'mon, c'mon...

       Linus scrambles back over the van, and Danny and Yen pull
       him in. Virgil hits the gas for a quick getaway, but he
       does so before the rear doors are closed, and one of them
       slams shut right on Yen's hand -- CRUNCH!

                                  YEN
                    Ahhh!


131    INT. WHITE VAN                                                  131

       as it hurtles away. Basher tends to Yen, cradling his
       hand, and Danny stares down Linus, breathless.

                                  DANNY
                    I say stay in the van, you stay in
                    the van, got it? 'Cause you lose
                    focus for one second in this game,
                    and someone gets hurt.

                                  LINUS
                           (he's had just
                            about enough of
                            Danny's shit)
                    I got it.

       They continue staring daggers at one another as...


A132   EXT. VAN                                                        A132

       The van pulls away into the night...

                                  JIM LAMPLEY (V.O.)
                    It's fight night in Las Vegas...


132    EXT. LAS VEGAS - DAY                                            132

       Incoming lanes of the I-15 reflect bumper-to-bumper
       steel; planes in the air are stacked for five miles over
       the desert; even Gila monsters below seem Vegas-bound.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                           87.

132   CONTINUED:                                               132

                                    JIM LAMPLEY (V.O.)
                   ...   people are flooding in from
                   all   over the country to see what
                   has   been dubbed the 'Fight to End
                   All   Fights'...


133   EXT. LAS VEGAS - DAY                                     133

      JIM LAMPLEY broadcasts live from a mobbed Strip.

                                 JIM LAMPLEY
                   ... and even though it's still
                   five hours 'til the opening bell,
                   the energy here is fever-pitched.


134   INT. BELLAGIO CASINO                                     134

      Every table is in play, every seat filled.

                                                               88.

135   INT. BELLAGIO SECURITY CENTER - THE EYE IN THE SKY             135

      The Bellagio's CASINO MANAGER (the one Linus spied with
      Benedict before) checks in with his watchers.

                                 MANAGER
                How we doing?


136   INT. MIRADOR SUITE - DAY                                       136

      Livingston has moved A/V operations into Lyman Zerga's
      suite. As he scours the same images the watchers
      downstairs do, he eavesdrops on their communications
      through his headset.

                              WATCHER (V.O.)
                       (over Livingston's
                        headset)
                Cotton couldn't be taller.


137   IN MIRADOR SUITE BATHROOM                                      137

      Lost in the luxury his role dictates, Saul floats in a
      full-sized Jacuzzi and chews on a hundred dollar cigar;
      Reuben, meanwhile, paces the floor, nervously.

                              TISHKOFF
                Where are they? That's what I
                want to know. Where are they?

                              SAUL
                       (as Lyman)
                They'll be here.

                              TISHKOFF
                       (to himself, mocking
                        "Lyman")
                'They'll be here.' Thanks a lot,
                Fidel.


138   AT LIVINGSTON'S CONSOLE                                        138

      Punching up a new set of views from the Eye In The Sky,
      Livingston thrusts forward, alarmed by one.

                                 LIVINGSTON
                Yikes.


139   INT. BELLAGIO CASINO - LOBBY - DAY                             139

      Rusty keeps watch on the hotel's side entrance.

                                                    (CONTINUED)

                                                               89.

139   CONTINUED:                                                     139

      He glances at his watch, then outside again as the white
      van arrives, dropping off only Linus and Danny, who slaps
      the van's roof before it pulls away.

      As Danny and Linus enter the lobby, Rusty falls into step
      with them, exchanging a smile with Danny but not Linus,
      he still looks chastised from the car-trailer.


140   INT. ELEVATOR                                                  140

      Riding up...

                                 RUSTY
                   You boys have a nice trip?

      Rusty, smiling, looks to Linus, glowering, then to Danny.
      Before Danny can explain the doors part at the Mirador
      Suite, where Livingston greets them urgently.

                                 LIVINGSTON
                   We have a problem.


141   INT. MIRADOR SUITE - ON LIVINGSTON'S LAPTOP - DAY              141

      A mug-shot of Danny, complete with vital information:
      height, weight, criminal history.

                                 LIVINGSTON
                   You've been red-flagged. It means
                   the moment you step on the casino
                   floor, they'll be watching you.
                   Like hawks. Hawks with video
                   cameras.

                                 DANNY
                   This is a problem.

      A pall falls over the room: this is more than a problem,
      this is disastrous. Only SAUL dares make a noise,
      HUMMING and SPLASHING in the next room.

                                  RUSTY
                   Saul:   time to get out.

                                 SAUL (O.S.)
                          (as Lyman)
                   It's time when I say it is.

                                  RUSTY
                   Now!

      We hear HIM JUMP-TO-IT out of the tub...

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               90.

141   CONTINUED:                                                     141

                                 SAUL (O.S.)
                          (himself again)
                   I'm out.

                                 RUSTY
                          (back to Danny)
                   You have any idea how this
                   happened?

      Before Danny can answer...

                                 LINUS
                   I do. He's been chasing
                   Benedict's woman. Got into a real
                   snarl with him two nights ago.
                          (off Danny's look)
                   I was tailing you.

                                 DANNY
                   Who told you to do that?

      Before Linus can answer...

                                 RUSTY
                   I did.
                          (he and Danny
                           hold a stare)
                   I knew you couldn't leave Tess
                   alone.

                                 TISHKOFF
                   Who's Tess?

                                 DANNY
                   My wife.

                                 RUSTY
                   Ex-wife.

                                 SAUL
                          (appearing in a
                           bathrobe)
                   Tess is here?

                                  RUSTY
                          (eyes still on
                           Danny)
                   I'm sorry. I didn't know if it
                   would sting you, but it did.
                          (the most difficult
                           words he's ever
                           had to say)
                   You're out, Danny.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                91.

141   CONTINUED:    (2)                                               141

                                  TISHKOFF
                   He's out?!

                                 RUSTY
                   It's that or we shut down right
                   now. His involvement puts us all
                   at risk.

      Danny and Rusty face off, furious with each other.

                                 DANNY
                   This isn't your call.

                                 RUSTY
                   You made it my call. When you put
                   her ahead of us. You made it mine.

                                 DANNY
                   This is my job.

                                  RUSTY
                   Not anymore.

      Danny stares daggers at Rusty. But he can see: everyone
      in the room is on Rusty's side. Defeated, he stalks out
      of the room, onto a balcony, but not without staring down
      Linus.

                                 TISHKOFF
                   But, but... he can't just be out.
                   Who's gonna take his place?

      Rusty turns to Linus.

                                 RUSTY
                   Kid, you up for it?

      Linus's eyes drift to Danny outside -- whatever acrimony
      he felt before, he never meant to kick Danny off the job.
      He nods, half-cocksure/half-scared-pissless: he's up for
      it.

                                 RUSTY
                          (to Livingston)
                   Find everyone else. Let 'em know
                   the change in plan. Curtain goes
                   up at seven.

      Livingston exits. Everyone else in the room staggers
      about, like witnesses after an execution. Rusty steps
      out onto the balcony, perhaps to console Danny, but (as
      Linus watches them from inside) their words cannot be
      heard.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               92.

141   CONTINUED:    (3)                                              141

                                 SAUL
                   Tess is with Benedict now?
                          (as nobody responds)
                   She's too tall for him.


142   OMITTED                                                        142
&                                                                    &
143                                                                  143


144   INT. BENEDICT'S SUITE - DRESSING ROOM - NIGHT                  144

      Tess, readying herself for the big evening, meets her own
      glance in a dressing mirror, then spots Benedict in its
      reflection, pacing the bedroom behind her.

                                 BENEDICT
                          (on phone)
                   Yes. Yes. No. Very much no.
                          (beat)
                   Then inform Mr. Levin he'll find a
                   better view of the fight in front
                   of his television. Surely he must
                   have H.B.O.

      Hanging up, Benedict approaches her, puts his hands on
      her shoulders...

                                 BENEDICT
                   What are you thinking about?

                                 TESS
                   You.

      She smiles at him in the mirror.    His glance in it,
      turns from her to himself.


145   INT. EXECUTIVE ELEVATOR                                        145

      Riding down, Terry Benedict checks his watch.     The
      elevator doors open and...


146   INT. BELLAGIO CASINO - ELEVATOR BAY                            146

      ... he steps onto his casino's floor, the king of Las
      Vegas.

      The time is 7:00.

      OCEAN'S 11 - Rev. 10/24/00                              93.

147   ON BALCONY OVERLOOKING CASINO FLOOR                           147

      Benedict meets his casino Manager, according to schedule.

                              BENEDICT
                Any sign of Ocean?

                                MANAGER (WALSH)
                Not   in a couple hours. You want
                him   out? I can bounce him from
                the   state for parole violation if
                you   like.

                              BENEDICT
                       (shakes his head)
                Put a guy on him. He's here for a
                reason. I'd like to know what it
                is. But if he comes anywhere near
                Tess, take it to the next level.

                                MANAGER
                Bruiser?

      Benedict nods, goes on his way.


148   AT CASINO ENTRANCE                                            148

      Saul, as Lyman Zerga, stands ramrod straight, looking
      through sliding glass doors out at the valet station.

      From behind, Terry Benedict approaches, two security
      guards walking half a pace behind him. Saul spots him in
      the glass's reflection; he does not turn.

                                SAUL
                Mr. Benedict.

                             BENEDICT
                Mr. Zerga. It's a very busy night
                for me. Are we on schedule?

                              SAUL
                I have no reason to suspect
                otherwise. My couriers should be
                here momentarily.

      A beat as Benedict studies Saul.

                              BENEDICT
                It's a nice evening. Shall we
                wait outside?

      OCEAN'S 11 - Rev. 10/24/00                              94.

149   POV THROUGH BINOCULARS - ON BELLAGIO VALET AREA               149

      Benedict and Saul emerge, guards positioned around them.

                              TURK (V.O.)
                They're in position.

                               LIVINGSTON (V.O.)
                        (over STATIC)
                Okay.   We're a go.


150   EXT. BELLAGIO CASINO - VALET AREA - SUNSET                    150

      A white, unmarked van pulls in from the street and races
      up to the curb where Saul and Benedict wait.

      Turk Malloy gets out the passenger's side, a briefcase
      handcuffed to his wrist, as Virgil comes around from the
      driver's side, both of them dressed in their bodyguard
      suits.

                               TURK
                Mr. Zerga.   A gift from Mr. Hesse.

      Turk extends the briefcase to Saul, so that they both
      clasp the handle, as Virgil produces a key, unlocks the
      cuff on Turk's wrist, transfers it to Saul's, clamps it
      shut, and hands Saul the key.

                              SAUL
                Thank you, Friedrich, Gunther.

      He turns, nods to Benedict, and they retreat into the
      hotel, the security guards and Malloys flanking them.


151   INT. BELLAGIO CASINO                                          151

      Frank deals blackjack to a full table. His eyes gaze
      past his players to Saul, the guards and Benedict passing
      by.

                              FRANK
                       (as he busts)
                Lookin' like a bad night for the
                house.

      MOVING WITH Benedict as he spies out of the corner of his
      eye Danny, lurking at a slot machine. To one of his
      guards...

                              BENEDICT
                Find Mr. Walsh. Tell him Mr.
                Ocean's in the west slots.

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                              95.

151   CONTINUED:                                                    151

      The guard goes, and Benedict continues with Saul...

                                 BENEDICT
                   I'm afraid I can't allow my
                   private security personnel
                   inside the casino cages. I hope
                   you don't mind...

                                    SAUL
                   Of course not.

      Saul turns to dismiss Virgil and Turk when...

      ... passing by, on his way to a sports betting window, an
      old RACETRACK DENIZEN happens past this cabal and, worse
      yet, happens to recognize Saul.

                                  RACETRACK DENIZEN
                   Saul?   Saul Bloom, is that you?

      Saul does his best to ignore the man. But even Benedict
      notices: this guy seems to know Lyman Zerga.

                                 RACETRACK DENIZEN
                   Saul, it's me. Bucky Buchanan,
                   remember? From Saratoga.

      At last Saul turns to face this man, with shark's eyes.

                                 SAUL
                   Friedrich, Gunther.

      An order: dispose of this man. Virgil and Turk pick up
      the Denizen by his elbows and haul him away.

                                 SAUL
                   Mr. Benedict...
                          (gesturing to the
                           cage; re: his
                           briefcase-cuff)
                   Please: I have never enjoyed the
                   touch of steel to my skin.

      They proceed.


152   AT SLOTS                                                      152

      Danny sits in a row of octogenarians, all vacantly
      dropping $1 coins and pulling levers. As he watches Saul
      and Benedict disappear into the cage...

                                                      (CONTINUED)

       OCEAN'S 11 - Rev. 10/24/00                                96.

152    CONTINUED:                                                      152

       DING! DING! DING! DING! Four cherries. Danny smiles,
       a big winner, but he's got bigger pots to win tonight.
       He steers a neighboring senior citizen (blind as a bat)
       to his slot machine...

                                     DANNY
                    Pops, you won.

       ... then slips away.


A153   INT. MIRADOR SUITE                                              A153

       Linus stands dressed in a sharp, conservative suit -- a
       far cry from the threadbare thief in Chicago. Rusty
       circles him, inspecting.

                                  RUSTY
                    Where you gonna put your hands?

       Linus clasps them.

                                     RUSTY
                    No...

       Linus goes for his pockets.

                                  RUSTY
                    Not the pockets, either. And
                    don't touch your tie. Look at
                    me...

       Linus does.

                                  RUSTY
                    That how you gonna stand?

       Linus shifts his balance.

                                  RUSTY
                    Wrong again. I ask you a
                    question, you have to think of the
                    answer, where you gonna look?

       Linus looks down.

                                  RUSTY
                    Death. You look down, they know
                    you're lying --

       Linus looks up.

                                                         (CONTINUED)

       OCEAN'S 11 - Rev. 1/8/01                                  97.

A153   CONTINUED:                                                      A153

                                  RUSTY
                    -- and up they know you don't know
                    the truth. Don't use three words
                    when one will do, don't shift your
                    eyes, look always at your mark but
                    don't stare, be specific but not
                    memorable, funny but don't make
                    him laugh, he's gotta like you
                    then forget you the moment you've
                    left his sight, and for God's
                    sakes whatever you do, don't under
                    any circumstances --

                                  LIVINGSTON (O.S.)
                    Rust, can you come here a sec?

                                  RUSTY
                           (wandering off)
                    Sure thing.

       Linus is left utterly bewildered, a thousand commandments
       to remember and fifteen minutes to remember them in.


153    EXT. ALLEY - DUSK                                               153

       Turk and Virgil's white van whips around a corner and
       shoots inside...


154    INT. WAREHOUSE - SECOND VAN POV                                 154

       Of which, importantly, we never see the exterior, just an
       air freshener hanging from the rearview mirror...

       The white VAN SCREECHES to a halt inches from Basher who
       stands ready beside the pinch (and the now-gutted and
       dismantled mockup of the Bellagio vault) and faster than
       a NASCAR pit crew Basher, Turk and Virgil load the pinch
       into the white van's rear and before you can say
       "electromagnetic pulse" the VAN SCREECHES back out of the
       warehouse fully loaded.

       The time is 7:16.


155    INT. BELLAGIO CAGES - EMPTY COUNT ROOM                          155

       The room is empty save for a large table. Saul places
       his briefcase on it, adjusts its numbered combination
       locks, and opens it.

       Inside the case:    five rows of glittering emeralds.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               98.

155   CONTINUED:                                                     155

                                 BENEDICT
                   They're very beautiful.   A gift.

      Saul stares at him:     none of your fucking business.

                                 BENEDICT
                   Can you lift them out, please?

      Saul lifts the velvet tray out of the case, and Benedict
      pats down the case's interior. Saul replaces the tray.

                                 BENEDICT
                   Alright, Mr. Zerga. I acknowledge
                   that the case does not contain any
                   dangerous or illicit material. I
                   further agree to take custody of
                   your case for a twenty-four hour
                   period to store in our secured
                   vault. While I cannot permit you
                   to accompany the case to the
                   vault...

                                 SAUL
                   Why not?

                                 BENEDICT
                   Insurance, for one. Security,
                   another. And I don't trust you.

      There is a KNOCK at the door, and Walsh the casino
      manager enters. He speaks low in Benedict's ear.

                                 WALSH (MANAGER)
                   I put two plainclothes on Ocean.
                   He's at the keno bar now.

      Walsh nods, and Benedict turns back to Saul.

                                 BENEDICT
                   Mr. Zerga, this is Mr. Walsh, my
                   casino manager. If you will allow,
                   he will arrange for your briefcase
                   to be stored inside our vault while
                   you watch on a security monitor.
                          (beat)
                   Those are my terms. Yes or no?

      Saul and Benedict eyeball each other.

                                 SAUL
                   You leave me no choice.

      Saul unlocks the cuff from his wrist.

      OCEAN'S 11 - Rev. 10/24/00                               98A.

156   EXT. BELLAGIO CASINO - KITCHEN ENTRANCE - NIGHT                 156

      The white van slows enough to unload Virgil and Turk,
      changed into waiter uniforms, and they hurry a table-
      clothed room service cart inside as Basher pulls away.


157   INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT                     157

      RISING FROM a spotless pair of wingtips shifting side-to-
      side, OVER hands flexing and stretching, UP TO Linus
      Caldwell. He keeps an eye on the cage door, waiting for
      Benedict to appear, as he tries anything to shake out his
      nerves. Then, from a discreet earpiece he wears, comes:

                                 LIVINGSTON (V.O.)
                Deep breaths.     You'll do fine.

                                 LINUS
                          (breathes deep)
                Thanks.

                              LIVINGSTON (V.O.)
                No sweat, kid. You're a rock.
                       (as Linus smiles,
                        feeling good about
                        himself)
                Now don't fuck up.


158   INT. MIRADOR SUITE - ON LIVINGSTON'S MONITOR - NIGHT            158

      Linus's smile disappears as he continues to bounce.
      There's a KNOCK at the door.

                                                     (CONTINUED)

                                                                99.

158   CONTINUED:                                                      158

                                   VOICE (O.S.)
                   Room service.

      Rusty checks through the peephole, then ushers in Turk
      and Virgil in costume with their room service cart.

                                 TURK
                   Who ordered the penne?

      Livingston raises a hand, and as Turk serves him his
      plate, Virgil whips off the cart's tablecloth:
      underneath it's the false-lid cash cart. Rusty turns to
      a corner.

                                   RUSTY
                   You ready?

      In it, Yen finishes bandaging his busted hand and nods.


159   INT. BELLAGIO SECURITY CENTER - THE EYE IN THE SKY              159

      Fat and Slim sit before their monitors, feet kicked up,
      as behind them Walsh, Benedict, and Saul enter.

                                 WALSH
                   This is our security center, where
                   we oversee all gaming in the
                   casino as well as our vault.
                   You'll be able to monitor your
                   briefcase from here.

      Walsh, finding Fat and Slim as they are, coughs; the two
      watchers leap immediately to their feet. Benedict checks
      his watch.

                                 SAUL
                   Don't let me keep you.

                                   BENEDICT
                   Mr. Zerga...

      And Benedict takes his leave...


160   INT. MIRADOR SUITE - NIGHT                                      160

                                 RUSTY
                   Linus... you're up.


161   INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT                     161

      Linus nods, shakes out his hands some more...

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                            100.

161   CONTINUED:                                                   161

                                 LINUS
                   Deep breaths, deep breaths.

      ... and here comes Benedict, exiting the cage just as his
      assistant arrives with his portfolio. As he turns toward
      the restaurant...

                                 LINUS
                   Mr. Benedict...

                                  BENEDICT
                   Yes?

                                 LINUS
                          (presents proper
                           identification)
                   Sheldon Wills. Nevada Gaming
                   Commission. Could I have two
                   minutes of your time?

      Benedict sighs -- his evening's been sidetracked enough
      already -- but...

                                  BENEDICT
                   Of course.   Anything for the
                   N.G.C.


162   AT KENO BAR                                                  162

      Danny watches Benedict escort Linus toward the blackjack
      tables, unaware that TWO PLAINCLOTHES SECURITY GOONS
      watch him from across the bar, and when he turns in their
      direction, they look away, acting incognito, but it's not
      them he's turning toward...

      ... it's Tess, rounding a corner toward the restaurant.
      Danny jumps to his feet, throws a tip on the bar, and
      goes.


163   INT. MIRADOR SUITE - NIGHT                                   163

      The time is 7:27.

      Yen tucks himself into the cash cart's hidden compartment
      with a slim oxygen tank for company. Meanwhile, Rusty
      drills Virgil and Turk...

                                RUSTY
                   Okay: when do you make the
                   deposit?

                                                    (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                101.

163   CONTINUED:                                                       163

                                 TURK
                   Not until we get your signal.

                                 VIRGIL
                   Hey. What do we look like: a
                   couple of peckerwood jackasses or
                   something?

      No one responds.

                                  RUSTY
                          (turning his attention
                            to Yen, squeezed into
                            the cart)
                   Amazing: how's it feel? You
                   alright?
                          (as Yen nods)
                   Want something to read? Magazine?

      From the tangle of limbs, a middle finger protrudes to
      show Rusty what he can do with a magazine.

                                  RUSTY
                   Okay. I'm counting down.    Thirty
                   minutes of breathing time
                   starts... now.

      On "now" a RUNNING CLOCK APPEARS ON-SCREEN, descending
      from 29:59. It will REMAIN there for the duration of the
      pre-pinch heist, jumping at times BETWEEN SCENES.

      Rusty seals Yen inside the cash cart, then gives the top
      a tug: it's shut tight. As Virgil redresses it with the
      tablecloth, Turk snatches back Livingston's penne on the
      way to the door.

                                 LIVINGSTON
                   You get no tip.


164   INT. CASINO FLOOR - 28:37                                        164

      and counting. MOVING WITH Benedict and Linus into the
      Pit Boss's station.
                              LINUS
                It only came to our attention this
                morning, Mr. Benedict. Apparently
                he has a record longer than my
                arm.

                                 BENEDICT
                   If he is who you say he is.
                          (hailing a PIT BOSS)
                   Charlie. Call over Ramon
                   Escalante.
                                                        (CONTINUED)

                                                              102.

164   CONTINUED:                                                     164

                                 PIT BOSS
                   Certainly, Mr. Benedict.

      Benedict and Linus wait, side-by-side. While Linus does
      his best to play it cool, Benedict dips into his
      portfolio.


165   INT. MIRADOR SUITE - ON LIVINGSTON'S MONITOR - NIGHT           165

      An overhead view of Benedict as he pulls out the
      combination to the vault, reads it, then buries it in his
      jacket pocket.

                                 RUSTY
                   Did you make it out?

                                 LIVINGSTON
                   His head blocked the last two
                   numbers.
                          (into his microphone)
                   We missed it, Linus. You gotta
                   grab the combination yourself.


166   INT. BELLAGIO CASINO - NIGHT                                   166

      Linus half-nods in response, and Benedict notices.
      Suspicious of the young man, he decides to test him.

                                 BENEDICT
                   You new at the commission?

                                 LINUS
                   Been there about two years.

                                 BENEDICT
                   I know Hal Lindley over there.
                   You work with him at all?

                                  LINUS
                          (a pause; will he
                           pass?)
                   Not since he died last year.

      He passes.    The Pit Boss returns with Frank in tow.

                                 BENEDICT
                   Mr. Escalante. Would you come
                   with us, please?

                                 FRANK
                   What's this about?

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                    103.

166   CONTINUED:                                                           166

                                  BENEDICT
                   I think it's better if we talked
                   off the floor.

      Linus and Benedict lead Frank away.       As they pass an
      elevator...

      ... its doors open, revealing Turk and Virgil, dressed
      now as security guards, pushing out the false-lid cash
      cart. They leave behind a pile of dishes, waiter
      uniforms, a tablecloth.


167   INT. RESTAURANT - 24:26                                              167

      and counting. A MAITRE D' scours his reservations list,
      then peers up to find Reuben Tishkoff approaching, on
      either side of him two gorgeous young women, all blonde
      hair and breasts and legs, women who wouldn't give Hefner
      the time of day.

                                 MAITRE D'
                   Good evening, Mr. Tishkoff.

                                 TISHKOFF
                   Good evening, Marcel. My nieces
                   and I would like a table.
                   Something quiet before the fight.

                                 MAITRE D'
                   I can put you at 19 in just a
                   couple minutes.

                                 TISHKOFF
                   Quick as you can.
                          (re: the girls)
                   The meter's running here.

      The Maitre d' turns to his next customer:         Tess.   She, of
      course, merits a table instantly.

                                 MAITRE D'
                   Good evening, Miss Ocean.    Right
                   this way...

      Reuben can't help but stare as Tess passes by. His eyes
      linger a little too long and a little too low...

                                 VOICE (O.S.)
                   Hey...

      Reuben pivots; it's Danny, and he strolls past Reuben and
      his lady friends and into the restaurant...

                                                           (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                 104.

167   CONTINUED:                                                        167

                                 DANNY
                   Try to keep your tongue in your
                   mouth.

                                 TISHKOFF
                          (shocked to see Danny;
                           thinks he's off the
                           job, but covering)
                   Yeah, pal, well only if you take
                   your thumb out of your...

      ... Reuben gets brushed from behind by the two
      Plainclothes Goons following Danny.

                                 TISHKOFF
                          (outraged)
                   Hey: you have any idea who I
                   think I am?


168   AT TESS'S USUAL TABLE                                             168

      Just as she's sitting, Danny approaches.       She goes
      straight at him, apoplectic.

                                   TESS
                   Danny:    No.

                                 DANNY
                   I'll just be a moment.

                                 TESS
                   I'm having you thrown out of
                   here.

      She starts past him; he grabs her arm to keep her, and
      she wheels on him.

                                 TESS
                   You're up to something, Danny.
                   What? And don't say you came here
                   for me. You're pulling a job,
                   aren't you?

                                   DANNY
                   Tess...

                                 TESS
                   Well, know this: no matter what
                   it is, you won't win me back. I
                   can't afford it.

                                 DANNY
                   I just came to say good-bye.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                105.

168   CONTINUED:                                                       168

      This surprises Tess, and, truth be told, saddens her; she
      studies him a moment, unsure of what to say.

                                 TESS
                   Oh... then... good-bye.

                                   DANNY
                   Good-bye.

      Danny starts for her cheek, stops to see if it's alright
      with her -- she, sad-eyed, does not recoil -- and then
      gently kisses it...

                                   DANNY
                   Be good.

      Danny leaves her.       Tess watches him go.

                                 TESS
                          (already missing him)
                   Good-bye, Danny.


169   AT RESTAURANT'S ENTRANCE                                         169

      Danny runs smack into the Plainclothes Goons.

                                 PLAINCLOTHES GOON #1
                   Mr. Ocean. Mr. Benedict would
                   like to see you.

                                 DANNY
                          (resignedly, these men
                           are much too big to
                           tangle with)
                   I thought he might.

      The Plainclothes Goons escort Danny away, right past
      Reuben who frowns, concerned.


170   INT. BELLAGIO CASINO MANAGER'S OFFICE - 18:25                    170

      Frank stands at attention before Linus and Benedict.
      Linus, straddling a desk, takes a beeper off his belt
      when it pinches him. Benedict checks his watch: the
      fight's opening bell is growing closer and closer.

                                  LINUS
                   Thank you for your cooperation,
                   Mr. Escalante.
                          (as Frank nods,
                           not at all)
                   Or should I call you Mr. Catton?

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                105A.

170   CONTINUED:                                                     170

      Frank bristles, tries not to let it show.   Linus pulls
      out a Xeroxed mug shot and bio of him.

                                 LINUS
                   You are Frank Catton? Formerly of
                   the Tropicana, the Desert Inn and
                   the New York State penitentiary
                   system?
                                 (MORE)

                                                       (CONTINUED)

                                                                106.

170   CONTINUED:                                                       170

                                  LINUS (CONT'D)
                          (as Frank remains
                           quiet)
                   Your silence suggests you don't
                   refute that.
                          (to Benedict)
                   Mr. Benedict, I'm afraid you've
                   been employing an ex-convict. As
                   you know, the N.G.C. strictly
                   forbids...

                                 FRANK
                          (under his breath)
                   Goddamn cracker...

                                 LINUS
                          (a pause; he can't
                           believe he just
                           heard that)
                   Pardon me.

                                 FRANK
                          (leering at Linus,
                           simmering)
                   You heard me. Just 'cause a black
                   man tries to earn a decent wage in
                   this state...

                                 LINUS
                   That has nothing to do with...

                                 FRANK
                          (over him, ranting)
                   ... some cracker cowboy like you's
                   gotta kick him out on the street.
                   Want me to jump down, turn around,
                   pick a bale of cotton, won't let
                   me deal cards, might as well call
                   it whitejack.

                                 LINUS
                          (a beat, then)
                   I resent your implication that
                   race has anything to do with this.
                          (to Benedict)
                   Now, as I was saying, the Nevada
                   Gaming Commission strictly forbids
                   the employment of the colored...
                          (whoops)
                   ... I mean...

      That does it: Frank attacks Linus, lunging at the man,
      and as Benedict steps in to separate the two...

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 3/30/01                                107.

170   CONTINUED:    (2)                                               170

      ... Linus's hand dips into his tuxedo jacket and
      withdraws the vault combination.

                                 FRANK
                   Okay, okay, I'm cool.

                                 BENEDICT
                          (to Linus)
                   You alright?

                                  LINUS
                           (a beat, then)
                   Yeah.


171   INT. MIRADOR SUITE - NIGHT                                      171

                                 RUSTY
                          (hearing this)
                   He's got it.
                          (into his mike)
                   Virgil, Turk: deliver your
                   package.


172   INT. BELLAGIO CASINO - BY CAGE DOOR - 14:05                     172

      Two guards stand sentry outside the cage door. Virgil
      and Turk move up with their cash cart, and when Virgil
      reaches for his keycard... it's gone.

                                 VIRGIL
                   Aw, I think... Jesus.    I lost my
                   card.

      The guards frown at him.     A SECURITY OFFICER approaches.

                                 SECURITY OFFICER
                   What's going on here?

                                 VIRGIL
                   I think... Jesus! I lost my
                   keycard.

                                  SECURITY OFFICER
                           (and this, he knows, will
                            get this guard fired)
                   Okay.   Leave the cart. Go find
                   it.
                          (to one of the
                           sentries)
                   Take this cart inside.

      The sentry nods, swipes his keycard, and enters with the
      cash cart. Turk and Virgil hesitate a moment to watch it
      enter, then hurry off.

      OCEAN'S 11 - Rev. 1/8/01                                 108.

173   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  173

      On a monitor: The sentry pushes the cart down a cage
      corridor. On another: Saul's briefcase is escorted by
      another guard to the vault elevator. On another: Danny
      is escorted inside the cage by the Plainclothes Goons.

                              WALSH
                There it is now.

                              SAUL
                       (beginning to sweat
                        this a bit, nerves
                        overtaking him)
                Wonderful.


      ON MONITORS

      The yen-filled cash cart joins Saul's briefcase on the
      elevator. PULL OUT to...


174   INT. MIRADOR SUITE - 11:19                                      174

                               RUSTY
                That's my cue.
                       (as he exits)
                Give Basher the go.

                              LIVINGSTON
                       (into mike)
                Bash, what's your status?


175   EXT. BELLAGIO PARKING LOT - MOVING WITH BASHER - NIGHT          175

      driving the white van, listening to a books-on-tape of
      Jane Eyre.

                                 LIVINGSTON (V.O.)
                Bash!

                              BASHER
                       (turning Bronte down)
                No need to yell.

                              LIVINGSTON (V.O.)
                What's your status?

                                 BASHER
                I'm there.

      And he SCREECHES to a halt on the parking structure's
      top level. Vegas can be seen in every direction.

      OCEAN'S 11 - Rev. 10/24/00                                109.

176   INT. CAGE/HALLWAY - 08:36                                        176

      and counting. Benedict exits the casino Manager's office
      with Linus and Frank. Benedict hails two GUARDS...

                              BENEDICT
                Please show this man off the
                premises.
                       (to Frank)
                Don't step foot in my casino
                again.

                               FRANK
                       (as he's led away,
                         over his shoulder,
                         to Linus)
                Cracker.

      Benedict checks his watch again:    he's really running
      late.

                              BENEDICT
                Mr. Wills, if you don't mind...
                       (as Linus forgets
                        to respond)
                Mr. Wills?

                               LINUS
                Of course.

      They start toward the exit.   But halfway there...

                               LINUS
                My beeper.   I'm sorry.   I forgot
                it.

      Benedict hesitates: He's in an enormous hurry now, he's
      behind schedule -- he hates being behind schedule -- but
      leaving even a member of the Gaming Commission alone in
      his cage is a security risk. One glace at the cameras
      all about and he decides to risk it.

                              BENEDICT
                You know how to get back out?

                               LINUS
                Of course.   Enjoy the fight.

                              BENEDICT
                       (shaking his hand,
                        then hurrying away)
                Thank you.

      Linus smiles after him, withdrawing the page of
      combinations he lifted off the man.

      OCEAN'S 11 - Rev. 10/24/00                                 110.

177   EXT. BELLAGIO CASINO - 06:47                                      177

      and counting. The Guards show Frank out.     Frank tries
      to tip them...

                              FRANK
                Thanks, fellas.

      ... but they snarl at him before returning inside.   Frank
      smiles and goes on his way, his job complete.


178   INT. INTERROGATION ROOM - 06:36                                   178

      Danny sits opposite two Plainclothes Goons in absolute
      silence, waiting.

                              DANNY
                How much longer do you think Mr.
                Benedict will be?

                              GOON #1
                Just a few minutes more.

      He scans the room.

                              DANNY
                No cameras in this room, huh?
                Don't want anyone seeing what
                happens here?

      The Goons say nothing.   Danny checks his watch.

                              DANNY
                He's not coming, is he?

      The Goons look at each other; Danny has called their
      bluff.

                               DANNY
                Who is?

      There's a KNOCK at the door, and the Goons smile:
      Danny's about to find out who. One Goon rises to usher
      in...

      ... the BRUISER, come to beat the shit out of Danny
      Ocean. The guy's at least six-six, three hundred pounds,
      but it's not his size that draws attention, it's his
      teeth...

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                            111.

178   CONTINUED:                                                   178

      ... or the lack thereof; the Bruiser doesn't hold a
      single incisor, molar or bicuspid in his mouth. Gum
      city. And there's something really terrifying about the
      sight.

                                 DANNY
                   I guess Mr. Benedict didn't like
                   me talking to his girl.

      The Goons shake their heads. Danny smiles at the
      Bruiser, and the Bruiser snarls back, showing off those
      gums. He rolls up his shirtsleeves, itching to tear a
      hole in this man. The Goons head for the door.

                                 GOON #1
                   We're gonna step outside now.
                   Leave you two alone to talk things
                   over.

      The Goons exit. Danny and the Bruiser face off. And as
      Danny opens his mouth to speak, Bruiser's fist flashes
      out and knocks him down. Danny rises, wiping a little
      blood from his lip.

                                 DANNY
                   Jesus, Bruiser, not 'til later.

                                   BRUISER
                   Sorry, Danny.    I -- I forgot.

                                   DANNY
                   S'okay.
                          (shaking it off)
                   How's the wife?

                                 BRUISER
                   Pregnant again.

                                 DANNY
                   Then we better get to work.


179   OUTSIDE INTERROGATION ROOM                                   179

      Standing guard outside, the Goons hear PUNCHES and GROANS
      from inside as...


180   INT. INTERROGATION ROOM                                      180

      ... Danny climbs onto Bruiser's shoulders and pushes
      through the ceiling rafters, groaning every time Bruiser
      slaps his fist into his hand.

       OCEAN'S 11 - Rev. 1/8/01                                 112.

A181   INT. VAULT                                                      A181

       A guard wheels in the Yen-filled cash cart, parks it in
       a station next to its twin, then -- as an afterthought --
       plants Saul's briefcase right on top if it -- clunk -- an
       unforeseen obstacle to Yen's escape.


B181   INT. MIRADOR SUITE                                              B181

                                  LIVINGSTON
                    Oh shit...


181    INT. BELLAGIO SECURITY CENTER - 04:30                           181

       Saul witnesses this, too, and stifles a reaction.

                                  WALSH
                    Does that satisfy you, Mr. Zerga?

                                  SAUL
                    Yes, I'm very satisfied.

                                  WALSH
                           (to Slim)
                    Close it up.

       On the monitor, the vault door closes, but Saul looks
       anything but satisfied. He's sweaty, his mouth's so dry
       he can't swallow, and he keeps patting down his pockets
       for his Rolaids, without finding them.

                                  FAT
                    You alright, sir?


182    INT. CAGE/HALLWAY - MOVING WITH LINUS - 04:02                   182

       as he circumspectly approaches the vault-elevator door,
       checking up and down hallways for guards.


183    INT. MIRADOR SUITE - NIGHT                                      183

       On a monitor, Linus comes into view...

                                  LIVINGSTON
                    Almost there, kid.


184    INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  184

       ... and Saul spots him, but so does Fat...

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                              112A.

184   CONTINUED:                                                184

                                 FAT
                   Who's that?

      ... and Saul can't handle the suspense: He grips his arm
      and groans and this is no ulcer problem, this is a full- fledged
      cardiac, and Walsh, Fat, and Slim all attend to
      him, their backs turned as...


185   INT. CAGE/HALLWAY - 03:42                                 185

      ... Linus hurries to the elevator, punching Benedict's
      combination into a keypad. The elevator doors open for
      him.

      OCEAN'S 11 - Rev. 10/24/00                              113.

186   INT. MIRADOR SUITE - NIGHT                                     186

      Livingston punches a few keys...

                              LIVINGSTON
                Going to video now.


187   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                 187

      As Saul and his heart attack hold the spotlight, a
      security monitor flips from a shot of Linus entering the
      elevator to a Livingston-fed videotape of an empty lift.

                              WALSH
                       (as Saul passes out)
                Call for a doctor.


188   INT. ELEVATOR - 03:15                                          188

      Linus immediately reaches up to the elevator's ceiling,
      rips down its panel to reveal a trap door. As he starts
      to push it open...

      ... a hand yanks it free from above.    It's Danny.

                              DANNY
                You didn't really think I was
                gonna sit this one out, did you?

                              LINUS
                What, didn't you trust me?

                              DANNY
                I do now.

      He reaches down and pulls Linus, wide-eyed, up to the
      roof of the elevator.


189   INT. MGM GRAND GARDEN ARENA - 3:00                             189

      The boxers enter the ring before a full, cheering house.

      Benedict and Tess find their ringside seats, a row in
      front of Reuben and his "nieces."

                              RING ANNOUNCER
                Ladies and gentlemen!!


190   INT. BELLAGIO CASINO - BY CAGE DOOR - 02:56                    190

      Rusty approaches the sentry on duty at the cage door.

                              RUSTY
                Someone called for a doctor?

       OCEAN'S 11 - Rev. 10/24/00                               114.

191    INT. ELEVATOR SHAFT - ABOVE ELEVATOR - 02:21                    191

       Danny rips off his jacket and shirt to expose a rappelling
       line wrapped around his torso. Linus does the same.

                               LINUS
                 How'd you get here?

                               DANNY
                 Crawlspace. And I had to give
                 away a couple mil.

                               LINUS
                 But what about -- I mean, that
                 whole thing with Rusty...

       Danny just smiles at him.


A192   FLASHBACK - EXT. MIRADOR SUITE - BALCONY                        A192

       Earlier that night, just after Rusty kicked Danny off
       the job. As Linus watches from inside, deaf to their
       conversation, blind to their expressions, Danny and
       Rusty confer.

                               DANNY
                 You think the kid bought it?

                                RUSTY
                 Hell, I think Reuben bought it,
                 and he knew we were screwing
                 around.
                         (beat)
                 You sure about this?

                               DANNY
                        (nods)
                 Bobby Caldwell threw me into the
                 pool first time. Least I could do
                 is give his kid a push.


B192   INT. ELEVATOR SHAFT - ABOVE ELEVATOR (PRESENT)                  B192

                               LINUS
                 Why'd you make me go through all
                 this? Why not just tell me?

                               DANNY
                 Well, where's the fun in that?
                        (starting toward
                         elevator shaft
                         ladder)
                 C'mon: Yen's got about three
                 minutes of air left.

                                                        (CONTINUED)

       OCEAN'S 11 - Rev. 10/24/00                                  115.

B192   CONTINUED:                                                         B192

       Danny leads Linus down and around the elevator and side-
       by-side they crawl onto the bottom of the elevator,
       gripping the undercarriage of the lift to keep from
       falling. Meanwhile, we DESCEND QUICKLY DOWN the shaft,
       just to illustrate how very high up they are.


192    INT. BELLAGIO SECURITY CENTER - 00:53                              192

       Rusty, playing doctor, inspects Saul. At the same time,
       he inspects a monitor: the vault door closing with the
       Yen-filled cash cart and Saul's briefcase inside.

       Rusty stops, listens to Saul's chest, then drops his
       head...

                                  RUSTY
                    He's gone.

       Walsh, Fat and Slim all bow their heads.     At the door,
       two paramedics arrive with a stretcher.

                                  WALSH
                    You're too late, guys.   He's dead.

       The first paramedic turns to his partner and admonishes
       him:

                                  VIRGIL
                           (to Turk)
                    I told you to hurry.


193    INT. ELEVATOR SHAFT - BELOW ELEVATOR - 00:42                       193

       As Danny and Linus work, affixing suction-cupped anchors
       to their rappelling lines...

                                  DANNY
                    Who do you like tonight?

                                  LINUS
                    Huh?

                                  DANNY
                    Tyson or Lewis.

                                                          (CONTINUED)

       OCEAN'S 11 - Rev. 10/24/00                                116.

193    CONTINUED:                                                       193

                                  LINUS
                    The fight...?
                           (as Danny nods)
                    Lewis.
                           (as Danny shoots him
                            a look)
                    You like Tyson?
                           (as Danny nods)
                    How strongly do you feel about it?

                                  DANNY
                    You looking for action?

                                  LINUS
                           (shrugs)
                    I'd go in for a buck.

                                    DANNY
                    A buck it is.

       And they're ready, poised at the top, looking into the
       abyss of an elevator shaft scattered with infrared
       sensors.

                                  DANNY
                           (into his mike)
                    Livingston, we're set.


A194   INT. CASINO FLOOR - OUTSIDE CAGES                                A194

       Rusty leads the "paramedics" out, with "dead" Saul on
       their gurney.

                                  RUSTY
                           (into his mike)
                    Livingston, we're set.


194    INT. MIRADOR SUITE - 00:21                                       194

                                  LIVINGSTON
                           (hearing this, into
                            his mike)
                    Basher, we're set.


195    EXT. BELLAGIO PARKING LOT - TOP LEVEL - 00:17                    195

                                  BASHER
                           (fixing the pinch atop
                            his van)
                    Just give me a minute.

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                              117.

195   CONTINUED:                                                     195

                                 LIVINGSTON (V.O.)
                   We don't have a minute. Yen's
                   gonna pass out in thirteen
                   seconds.

                                 BASHER
                   Then give me thirteen seconds.

      And Basher leaps down to hook up the pinch's wires to his
      van's engine.


196   INT. MGM GRAND GARDEN ARENA - 00:10                            196

      The opening BELL RINGS -- round one. The fighters break
      from their corners, feinting, jabbing...

      Sitting ringside: Benedict looks at Tess and smiles as
      she winces at the first sharp blow.


197   INT. ELEVATOR SHAFT - BELOW ELEVATOR - 00:05                   197

      Peering down into blackness, Danny and Linus prepare to
      let go any moment...

                                 LINUS
                   You ever rappelled before?

                                   DANNY
                   Never.   You?

                                   LINUS
                   Nope.


198   EXT. BELLAGIO PARKING LOT - TOP LEVEL - 00:01                  198

      Basher finishes preparations.

                                   BASHER
                            (into his mike)
                   Ready.

                                 LIVINGSTON (V.O.)
                          (over earpiece)
                   Then hit it.

      Basher flips the switch. BOOM! A quick TREMOR, then
      stillness. He picks a point on the horizon, like Babe
      Ruth, and suddenly...

                                   BASHER
                   ... One...

      OCEAN'S 11 - Rev. 10/24/00                             118.

199   HIGH ABOVE LAS VEGAS                                          199

      whole blocks of lights disappear.   Casinos vanishing one-
      by-one.


      FLAMINGO

      Every pink light vanishes.


      BELLAGIO

      The fountain goes flaccid.

                               BASHER (V.O.)
                 ... two, three...


      NEW YORK, NEW YORK

      The roller coaster stops dead; its passengers keep their
      arms raised, not sure what to do.


200   MGM GRAND GARDEN ARENA                                        200

      Both fighters move in simultaneously, sweat flying, both
      reach back, both going for the lights-out power cut to
      the jaw, when... lights out.

                               BASHER (V.O.)
                 ... four, five...


201   OMITTED                                                       201


202   INT. ELEVATOR SHAFT                                           202

      Blip -- out go the infrared sensors.

                                 DANNY
                 Now!

      And he and Linus lean forward and fall...


203   HURTLING WITH DANNY AND LINUS                                 203

      DOWN the elevator shaft.

      Upside down, heads curled, and all we hear is the WHOOSH
      of their bodies in motion and the WHIRL of their CORDS
      UNCOILING.

                                                     (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               119.

203   CONTINUED:                                                      203

                                 BASHER (V.O.)
                   ... six, seven.....

      And now, looking STRAIGHT DOWN, the ground is rising up
      fast to meet them, a flat slab of gray concrete -- fifty
      feet, forty feet, thirty feet, twenty...

                                 BASHER
                   ... eight, nine...

      And SNAP -- the CORDS reach their full extension, and
      Danny and Linus bounce up, watching the floor recede.

                                 LINUS
                   Aaaaahhhhh!


204   EXT. BELLAGIO PARKING LOT - TOP LEVEL - NIGHT                   204

                                 BASHER
                   ... ten...

      In the distance, lights come up again, first at the
      Mirage, then the MGM, gradually approaching...


205   INT. ELEVATOR SHAFT - BOTTOM                                    205

      Coming to a rest about ten feet from the floor, Danny
      quickly pulls a slim blade and slashes the two coils
      straight across. He and Linus go tumbling to the floor
      as their drop lines recoil lightning fast to their
      elevator anchors, just before...

      ... the infrared lights go back on-line.


206   INT. MGM GRAND GARDEN ARENA                                     206

      The lights suddenly flash back on, revealing...

      ... both fighters standing, and Tyson takes advantage of
      Lewis's disorientation and throws a sucker punch to his
      jaw. Down goes Lewis, and up goes the crowd, roaring.

                                 REF
                   ... One, two, three...

      Benedict makes a quick survey; the arena is apoplectic
      from the blackout-knockout.

                                 BENEDICT
                   What the hell was that?

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                120.

206   CONTINUED:                                                     206

      He cranes his neck, looking around the room, surveying
      his empire: he smells a rat. His eyes fall on Reuben
      behind him, but Reuben just shrugs: "I didn't pull the
      plug."

                                 BENEDICT
                          (to himself)
                   The first goddamn round.


207   EXT. BELLAGIO PARKING LOT - TOP LEVEL - NIGHT                  207

      All the lights are back on, and Basher observes his
      achievement with great pride, his job complete.

                                 BASHER
                   Viva Las Vegas.


208   INT. ELEVATOR SHAFT - BOTTOM                                   208

      Linus and Danny arise from where they've fallen,
      clutching their heads and rubbing bruises. Danny doesn't
      recover as quickly.

                                  LINUS
                   You alright?

                                 DANNY
                   No, but you're sweet to ask.


209   INT. BELLAGIO VAULT                                            209

      Lights are just flickering on here when...

      ... the false lid of the cash cart thrust upward
      slightly. It's Yen trying to get out, out of air and
      only now alert to Saul's heavy case resting atop him.


210   INT. MIRADOR SUITE - NIGHT                                     210

      Livingston watches this on his monitors, just coming
      back on, his finger poised on a play button, as Frank
      comes in the door.

                                  FRANK
                   Are they in?

                                 LIVINGSTON
                   One second.
                          (a look at him)
                   I thought you got kicked out?

                                                      (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                              121.

210   CONTINUED:                                                   210

      Frank shrugs. Suddenly one of the monitors aligns itself,
      and Livingston presses play.


      ON MONITOR A

      Overhead security-cam view of the vault corridor: the
      three Uzi guards stand idly, on duty. And of the vault
      itself: Yen trying to get out of the cash cart.


      ON MONITOR B

      Overhead security-cam view of the vault corridor: the
      three Uzi guards stand idly, on duty... and in totally
      different positions. Of the vault: no cash cart, but no
      Zerga briefcase, no Yen.


      LIVINGSTON

                                 LIVINGSTON
                   This tape's from last night.   Same
                   guards, same...

      His eyes fixing on Saul's briefcase pushing closer to the
      edge of the cash cart as Yen tries to free himself.

                                 LIVINGSTON
                   ... shift.


211   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY               211

      The room is abuzz with activity. The monitors here
      flicker back on, too, displaying the images from monitor
      B, but every watcher in the place is watching a table
      because...


212   INT. BELLAGIO CASINO - NIGHT                                 212

      ... the floor is going nuts. After the ten seconds of
      darkness, all bets are off. Some players doubled-down
      during the blackout, others miraculously halved their
      bets. Consequently, Livingston's video feed switch goes
      unnoticed.


213   OMITTED                                                      213

       OCEAN'S 11 - Rev. 1/8/01                                 122.

214    INT. CORRIDOR/OUTSIDE VAULT                                     214

       Danny and Linus pry open the elevator doors and squeeze
       out. Just beyond the next doorway stand...

       ... three UZI-CARRYING GUARDS, hovering outside the vault
       door and wondering what the hell just happened to the
       lights.


A215   INT. VAULT                                                      A215

       Yen continues to push up on the cash cart lid, and the
       more he pushes, the more Saul's briefcase slides off.
       Yen stretches his hand out to grab it, but it's slid
       beyond his reach, to the edge of falling.


B215   INT. CORRIDOR/OUTSIDE VAULT                                     B215

       The Uzi-Carrying Guards turn their backs to the elevator
       shaft...

       ... and Linus and Danny appear in the doorway; they both
       snap gas pellets and slide them into the corridor.

                                  UZI-CARRYING GUARD #1
                           (sniffing something)
                    Jesus, Ron, was that you?


215    OUTSIDE VAULT CORRIDOR                                          215

       Linus and Danny wait, Danny silently mouthing a three-
       count before... THUD, THUD, THUD. They peer around the
       corridor to find...

       All three Uzi-carrying guards lie unconscious on the
       ground. Linus starts in, Danny holds him back...

                                   DANNY
                    Not yet.
                           (a beat; another
                             beat; then)
                    Okay.


216    INT. VAULT CORRIDOR                                             216

       Danny and Linus enter, waving the faint remnants of the
       gas from their noses, tiptoeing past the guards' bodies.

                                  LINUS
                    You think Yen made it out okay?

                                  DANNY
                    I'm sure he's fine.

       OCEAN'S 11 - Rev. 1/8/01                              122A.

A217   INT. VAULT                                                  A217

       Saul's briefcase inches closer to falling off the cash cart,
       which of course would trigger the floor sensor and terminate
       this heist here and now. Yen's hand stretches farther out to
       grab it, pushing up just a little more on the false lid
       until...

       ... the briefcase tumbles toward the floor...

       ... but not before Yen snags the handcuff chain attached to
       it and swings it round. He's got it. That threat over, he
       throws open the cash cart lid and takes the biggest breath
       of his life.


B217   INT. VAULT CORRIDOR                                         B217

       Linus punches in the code for the door to the vault
       anteroom (the one he stole from Benedict). He steps back
       as it slides open, revealing --

       -- the vault door:     it is sleek and immense and
       impregnable.

                                  LINUS
                           (jaw dropping)
                    Jesus...

                                  DANNY
                    There's a Chinese man with a
                    hundred sixty million dollars
                    behind that door. Let's get him
                    out.

       Danny takes a flat hand and slaps the door hard.


217    INT. VAULT                                                  217

       Yen now sits perched atop the cash cart, Saul's briefcase
       opened beside him (he has removed half of Lyman's
       "emeralds"). He hears the muffled Danny's slaps and he
       knows: it's time for his leap. It's the same distance
       as the leap he made in the practice session, but this
       time he's only got one good hand.


218    INT. MIRADOR SUITE                                          218

       Frank and Livingston watch nervously.

                                  FRANK
                    Fin says he shorts it.

                                  LIVINGSTON
                    No bet.

      OCEAN'S 11 - Rev. 1/8/01                              123.

219   INT. VAULT                                                   219

      Yen prepares for his leap, then springs...

      ... across the room, to the ledge he must grab...

      ... and he grabs it, but with only one hand he's slipping
      right away, and in a second he'll hit the sensored
      floor...

      ... but, in a flash, he spins and splits his legs,
      propping himself up between two walls, inches above the
      floor. An acrobatic wonder.


220   INT. MIRADOR SUITE                                           220

      Frank and Livingston exhale.

                                  LIVINGSTON
                           (wishing he had bet)
                   Shit.


221   OUTSIDE VAULT                                                221

      Danny, oblivious to this close call, slaps the door
      again. A moment passes, then: Yen responds with a slap,
      too.

                                  DANNY
                   Okay.


222   INT. MIRADOR SUITE - NIGHT                                   222

      As Basher enters, Livingston and Frank watch on a monitor
      Linus punching in the combination he stole from Benedict
      as Danny unravels a thin electrical wire connected to a
      detonator.

                                  FRANK
                   That's it?

                                 LIVINGSTON
                   There's still the five pins and
                   the floor sensor. Not much we can
                   do about that from this side of
                   the door. But from this side...

      He punches up the image of Yen in the vault.

                                 BASHER
                   ... a little bit of Semtex should
                   do the trick.

       OCEAN'S 11 - Rev. 1/8/01                                124.

223    INT. VAULT                                                     223

       Yen sets the last of Lyman's emeralds against the vault
       door like a plastic explosive... which, of course, it is.
       He affixes a detonator receiver (the size of a golf ball
       pencil) to it, then slaps the door twice: all set.


A224   OUTSIDE VAULT                                                  A224

       Danny responds with two slaps of his own. He steps
       back, detonator in hand, its wires attached to the vault
       door.

                                   DANNY
                    Counting down from twenty --
                            (checking watch)
                    -- now.


B224   INT. VAULT                                                     B224

       Yen starts his retreat from the door, but gets yanked
       back.

       His hand's bandage is caught on the door.


C224   OUTSIDE VAULT                                                  C224

                                  DANNY
                    -- seventeen, sixteen, fifteen --


D224   INT. VAULT                                                     D224

       Yen tries to free himself, but he can't use his other
       hand lest he drop to the floor. He tries gnawing at
       his bandage, which brings his face within inches of a
       plastic explosive.


E224   OUTSIDE VAULT                                                  E224

                                  DANNY
                    -- eleven, ten, nine --


F224   INT. MIRADOR SUITE                                             F224

       Livingston et al. are alert to the danger.

                                  LIVINGSTON
                           (into his mike)
                    Linus, can you read me? Linus,
                    do not blow the door, you're
                    about to kill Yen.

        OCEAN'S 11 - Rev. 1/8/01                                   124A.

G224    OUTSIDE VAULT                                                  G224

        Linus hears nothing through his earpiece.

                                   LINUS
                     -- five, four, three --


H224    INT. VAULT                                                     H224

        Yen finally frees himself just as --

        -- ZOOMING INTO a plastic explosive --


I-224   OUTSIDE VAULT                                                  I-224

                                     DANNY
                     -- one --

        He presses his detonator.

        Nothing.


J224    INT. VAULT                                                     J224

        Yen, still on the door, remains frozen.       Trembling.

        A beat.

        Then, he starts to creep back, leaping onto a money
        shelf, then another, as far from the explosives as he
        can get.


K224    OUTSIDE VAULT                                                  K224

        Danny presses it again.      Still nothing.

                                     LINUS
                     What's wrong?

                                     DANNY
                     I don't know.

        Linus comes over to look.

                                   LINUS
                     You check the batteries?

        Danny blanches.    Linus shoots him a look.

       OCEAN'S 11 - Rev. 1/8/01                                    124B.

224    INT. MIRADOR SUITE - NIGHT                                       224

       Livingston, Frank, and Basher watch the monitors in
       disbelief...

       Saul enters, alive and dressed as himself again.      His
       job is complete.

                                  SAUL
                    Everything going okay?


225    INT. VAULT CORRIDOR - OUTSIDE VAULT                              225

       As Danny checks his batteries (the types with built-in
       power meters: both at zero percent), Linus ransacks the
       Uzi-carrying Guards' gear for replacements. He finds
       AA's in their flashlights.

                                  LINUS
                    You know, you lose focus for one
                    second in this game --

                                  DANNY
                    -- and someone gets hurt, yeah
                    yeah. I don't hear Yen complaining.

       He takes the batteries, inserts them in his detonator,
       then slaps the door twice more.


A226   INT. VAULT                                                       A226

       Yen catches his breath on the far end of the room. He
       hears the slap, rolls his eyes, and ducks out of the
       line of fire.


B226   OUTSIDE VAULT                                                    B226

       Danny presses the detonator.


C226   INT. VAULT                                                       C226

       The "EMERALDS" EXPLODE.


D226   OUTSIDE VAULT                                                    D226

       Several MUTED but powerful BLASTS.

       Linus inches forward, almost dreading this moment,
       pauses...

                                                          (CONTINUED)

       OCEAN'S 11 - Rev. 1/8/01                               124C.

D226   CONTINUED:                                                  D226

                                  DANNY
                    Do it.

       Linus pulls... and the door opens.


226    INT. VAULT                                                  226

       Danny and Linus enter. Silence. The cash carts have
       crumpled, and the vault gratings, blackened, have held.

                                  DANNY
                    Amazing?

       Linus goes to one of the racks and tentatively opens
       it...

       Yen pops up from within, his hair on end, looking like he
       just dropped out of a cyclone.

                                  YEN
                           (his only English)
                    Where the fuck you been?


227    INT. MIRADOR SUITE - NIGHT                                  227

       Livingston, Frank, Saul, and Basher watch as the first
       wave of bills gets tossed onto the vault floor. Smiles
       all around.

                                  SAUL
                    Ever been in love?

                                  FRANK
                           (considers it for
                            a moment)
                    No, I guess not. Not really.

                                  SAUL
                    This is better.

                                                              125.

228   INT. CASINO - OUTSIDE FIGHT ARENA                              228

      Rusty steps forward as people stream past him out of the
      fight arena. He dials his cell phone, listens...


229   INT. MGM GRAND GARDEN ARENA                                    229

      MOVING WITH Benedict and Tess, pushing their way out
      through the crowd. A PHONE is RINGING nearby... again
      and again...

                               BENEDICT
                 You gonna answer it?

                               TESS
                 I don't have a cell phone.

      They keep moving, but the RING pursues them. Finally,
      Benedict stops, pulls Tess's purse from her shoulder and
      opens it: inside, he finds a CELL PHONE, RINGING.

                                  TESS
                 It isn't mine.

                               BENEDICT
                 See who's on the other end.

      She takes the phone, activates it.

                                  TESS
                 Hello?

                               RUSTY (V.O.)
                 May I have a word with Mr.
                 Benedict, please?

      Tess looks up, confused.

                                  TESS
                 It's for you.

      Benedict takes the phone.

                               BENEDICT
                 Who the hell is this?


      ON RUSTY

      in the distance, at the arena's exit, unseen by Benedict
      or Tess, on the phone...

                               RUSTY
                 The man who's robbing you.

                                                            126.

230   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY               230

      Benedict enters, and fear enters with him. And, of
      course, Tess. As the room buzzes with activity, he keeps
      the cell phone pressed to his ear.

                              BENEDICT
                What the hell is going on down
                there in the vault?

                                FAT
                Nothing, sir.    All normal.

                                BENEDICT
                Show me.

      Fat points to the security-cam view of the vault corridor
      and vault -- Livingston's tape.

                                FAT
                All quiet.

                              BENEDICT
                       (on phone,
                        venomously)
                I'm afraid you're mistaken.


231   INT. MIRADOR SUITE - NIGHT                                   231

      Frank, Basher and Saul watch over Livingston's shoulder
      as this phone conversation is broadcast over a small
      speaker.

                              RUSTY (V.O.)
                You're watching your monitor?
                Okay, keep watching.

      Livingston punches in numbers...


232   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY -             232
      ON FAT'S MONITOR

      New images suddenly appear. Three masked men in the
      vault throw stacks of money onto the floor; the three Uzi
      Guards lie bound and unconscious in the corridor.

      The security center, understandably, erupts in activity.

                              BENEDICT
                Jesus Christ...

       OCEAN'S 11 - Rev. 10/24/00                              127.

233    INT. BELLAGIO CASINO - NIGHT                                   233

       Rusty strolls so casually there's no reason anyone
       passing would suspect he was doing more than ordering a
       pizza.

                               RUSTY (V.O.)
                 In this town, your luck can change
                 just that quickly.


234    INT. BELLAGIO SECURITY CENTER                                  234

                               BENEDICT
                        (close to apoplectic,
                         takes a breath and
                         cups the phone, then
                         barks at Walsh)
                 Find out how much money we have
                 down there.

       Tess, amid all this chaos, is still curious: how did
       that cell phone get into her handbag? And suddenly it
       hits her...


A235   FLASHBACK - INT. RESTAURANT - EARLIER THAT EVENING             A235

                               DANNY
                 Good-bye.

       Danny starts for her cheek, stops to see if it's alright
       with her -- she, sad-eyed, does not recoil -- and then
       gently kisses it...

       ... as he slips the cell phone into her handbag,
       unnoticed.

                               BENEDICT
                        (on phone)
                 Alright. You've proved your
                 point. You've broken into my
                 vault. Congratulations: you're a
                 dead man.

       Tess leaves.

                               RUSTY (V.O.)
                 Maybe.

                               BENEDICT
                 May I ask: how do you expect to
                 leave here, hmm?

       INTERCUT WITH:


235    INT. CASINO FLOOR                                              235

                        BENEDICT
          Do you believe I'll simply allow
          you to parade bags full of my
          money out my casino doors?

A distance beyond Rusty, Tess exits the cages. She
stops, puzzling over what to do, happens to spot him.

                         RUSTY
          No.   You're gonna carry it out for
          us.

                        BENEDICT
                 (has to laugh)
          And why would I do that?

                        RUSTY
          Take a closer look at your
          monitor...

      OCEAN'S 11 - Rev. 10/24/00                              128A.

236   INT. SECURITY CENTER                                         236

      Benedict does. As the three masked men stuff money into
      large canvas bags and mark the bags with X's, another
      portion of cash remains untouched, booby-trapped.

                              RUSTY (V.O.)
                As your manager's probably
                reporting to you by now, you have
                a little over a hundred sixty
                million in your vault tonight.

      And, as if Rusty was in the room watching, Walsh
      approaches with the night's cash count: $163,156,759.

                              RUSTY (V.O.)
                You may notice: we're only
                packing up about half that. The
                other half we're leaving in your
                vault, booby-trapped, as a
                hostage.


237   INT. CASINO FLOOR                                            237

                              RUSTY
                You let our eighty million go, and
                you get to keep your eighty.
                That's the deal. You try and stop
                us, we'll blow both cash loads.

                                                     (CONTINUED)

                                                              129.

237   CONTINUED:                                                     237

      He spins and -- gasp -- comes face-to-face with Tess.
      She stares at him directly: she knows.

                                  RUSTY
                          (holding her glance)
                   Mr. Benedict: you can lose eighty
                   million dollars secretly tonight
                   or you can lose a hundred sixty
                   million dollars publicly. It's
                   your decision.

      He cups the phone.

                                   RUSTY
                   Hi.


238   INT. SECURITY CENTER                                           238

      Benedict cups his phone, too, and vents his rage. He
      knows what he should do -- let the money go -- and he
      knows what he wants to do -- stop these sonsabitches.   He
      makes his choice...

                                  BENEDICT
                          (to Walsh)
                   Make the call.

      Walsh grabs a phone, punches numbers...

                                   VOICE (V.O.)
                   911.    Emergency response...


239   INT. MIRADOR SUITE - NIGHT                                     239

      Livingston listens in on the call...

                                 WALSH (V.O.)
                   Hello, this is Mr. Walsh at the
                   Bellagio.


240   INT. SECURITY CENTER                                           240

                                 WALSH
                   We have an incident here...

                                   BENEDICT
                           (uncupping his
                            phone)
                   Okay.   You have a deal.

      OCEAN'S 11 - Rev. 10/24/00                              130.

241   INT. CASINO FLOOR                                              241

      Tess and Rusty hold a stare as Rusty holds the phone.

                                 TESS
                Where's Danny?

                              RUSTY
                He's fine. He wants you to go
                upstairs, and watch TV.

                              TESS
                       (a little pissed)
                He does?

                              BENEDICT (V.O.)
                You have a deal.

                              RUSTY
                It's alright, Tess. I promise.
                       (back on phone)
                Good. Here's what you do. Five
                minutes from now, the men in the
                vault are going to deposit six
                bags in the vault elevator.

      Tess isn't sure what to do. As Rusty continues on the
      phone, she backs off, debating: can she blow the whistle
      on her ex?


242   INT. VAULT ELEVATOR - CLOSE ON SIX CANVAS BAGS                 242

      each sealed tight, each marked with an X, loaded onto
      the vault elevator.

                              RUSTY (V.O.)
                If they meet anyone, we'll blow
                the money in the bags and the
                money in the vault.


243   INT. CAGE - OUTSIDE VAULT ELEVATOR                             243

      A small cadre of guards await the arrival of the vault
      elevator. Its doors open to reveal the six large canvas
      bags, each sealed tight, marked with an X.

                              RUSTY (V.O.)
                One minute after that, the
                elevator will rise to your cages.
                Six of your guards will pick up
                the bags and carry them out into
                the casino.

      Six guards do precisely that.

                                                               131.

244   INT. CASINO - NIGHT                                             244

      MOVING WITH Rusty PAST slot machines...

                              RUSTY
                If they take more than twenty
                seconds to reach the casino floor
                or if there's any indication a
                switch has been made, we'll blow
                the money in the vault and the
                money in the bags.

      A SLOT MACHINE RINGS behind him...


245   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  245

      ... and Benedict hears it.

                              BENEDICT
                       (to Walsh)
                He's in the casino right now.

                              RUSTY (V.O.)
                Of course, I'm in the casino. In
                fact, I'm staying in your hotel.
                And I have two words for you:
                mini-bar.
                       (back to business)
                Now as soon as your guards hit the
                casino floor...


246   INT. BELLAGIO CASINO - NIGHT                                    246

      The six guards appear from the cage door, carrying six
      canvas bags marked with X's; Bellagio security escorts
      them from the building.

                              RUSTY (V.O.)
                ... a white unmarked van is going
                to pull up in your valet station.


247   EXT. BELLAGIO CASINO - NIGHT                                    247

      The white VAN (now clean of the "Nevada Telecom" sign)
      IDLES before the Bellagio, its windows tinted, the
      driver's identity inscrutable. It is swarmed by
      security, but they maintain a wide perimeter.

                              RUSTY (V.O.)
                Your guards will load the bags
                into the van's rear. If anyone so
                much as approaches the driver's
                door, we blow everything.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                            132.

247   CONTINUED:                                                   247

      The guards carry out the money and load it into the van's
      rear. There, they find a video camera mounted within the
      back seat of the van monitoring them. Still they cannot
      catch a glimpse of the driver. They close the van doors.


248   BELLAGIO - FROM HIGH ABOVE                                   248

      The white van departs the valet station in front,
      clandestinely shadowed by five sedans. Meanwhile, behind
      the casino, a SWAT van arrives and unloads its squad.

                                  BENEDICT (V.O.)
                   Now what?

                                 RUSTY (V.O.)
                   Now, when I get word that the van
                   hasn't been followed, that the
                   money is secure, my men will exit
                   the building, and once their
                   safety is confirmed, you'll get
                   your vault back.

249   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY               249

      Walsh mouths to Benedict: "SWAT team is here."   Benedict
      nods and throws him a thumbs-up.

                                 BENEDICT
                   Sir, I have complied with your
                   every request, would you agree?

                                  RUSTY (V.O.)
                   I would.

                                  BENEDICT
                   Good.   Now I have one of my own.

                                  RUSTY (V.O.)
                   Yes?

                                 BENEDICT
                          (at last, his venom
                           released)
                   Run and hide. If you get picked
                   up next week buying a $100,000
                   sports car in Newport Beach, I'll
                   be supremely disappointed.
                   Because I want my people to find
                   you. And rest assured: when they
                   do, they won't hand you over to
                   the police.
                          (beat)
                   Run and hide. That's all I ask.

      And during the above rant by Benedict, we view...

       OCEAN'S 11 - Rev. 10/24/00                               133.

250    MIRADOR SUITE                                                   250

       now empty, Livingston's monitors still displaying the
       masked men in the vault.


251    WHITE VAN                                                       251

       navigating the streets of Las Vegas.


252    FIVE SEDANS                                                     252

       tailing the van, security goons piled into each, and
       maybe we NOTICE (or maybe not) the Rolls-Royce tailing
       them.


253    TESS                                                            253

       pacing in Benedict's suite, biting her nails, debating
       whether to blow the whistle on Danny. ON TV: a newscast
       of the contentious aftermath of the prize fight.


A254   UZI GUARDS,                                                     A254

       bound and unarmed, unconscious to the activity within the
       vault.


254    RUSTY'S CELL PHONE                                              254

       opened and unmanned.


A255   BENEDICT                                                        A255

       listens -- the line has gone dead.   He hangs up.

                                 WALSH
                   Our guys say the van is headed
                   toward McCarren Airport.

                                 BENEDICT
                   Get everyone in position. I want
                   my vault back before that van hits
                   the tarmac.


       LONGER MONTAGE now, CUTTING BETWEEN:


255    SWAT TEAM                                                       255

       (six in all) hustling through the cage corridors, armed
       to the teeth, with body armor and helmets and vision
       guards: they're as faceless as storm troopers.

       OCEAN'S 11 - Rev. 10/24/00                              134.

256    WHITE VAN CONVOY                                               256

       as it approaches McCarren Airport.


257    MONITORS OF THE VAULT                                          257

       The three masked men pace beside the booby-trapped money.


A258   INT. SECURITY CENTER                                           A258

                                  BENEDICT
                          (on second
                           inspection)
                   Where's Zerga?
                          (off Walsh's sheepish
                           look)
                   Mr. Zerga? With the briefcase?

                                 WALSH
                   He's -- he died.

       Benedict shoots him a slow, sideways glance.

258    SWAT TEAM                                                      258

       rappelling down the elevator shaft -- its ultraviolet
       sensors turned off by Walsh -- then moving into
       position...


259    INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                 259

                                 SWAT LEADER (V.O.)
                          (over radio, on
                           monitor)
                   Night goggles on. Prepare to cut
                   power.

       Fat mans the power switch.

                                 FAT
                   Ready when you are.

       Benedict scours the monitors: The masked men continue to
       pace on one screen. The SWAT team prepares to invade on
       another.

                                    BENEDICT
                   Do it.

                                    SWAT LEADER (V.O.)
                             (over radio)
                   Cut it.

       Fat flips the power switch.

      OCEAN'S 11 - Rev. 10/24/00                               135.

260   INT. MIRADOR SUITE                                              260

      Livingston's monitors all go black.


261   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY                  261

      The monitors here go black as well.   Benedict listens
      closely to the SWAT frequency.

                              SWAT FREQUENCY (V.O.)
                       (Leader's voice)
                First wave, in! Second wave, now!
                       (there is RUNNING,
                        PANTING, then Linus's
                        voice, distant and
                        panicked)
                Guys, someone's here!
                       (Leader's voice)
                Take him down! Now!

      A brief SPURT of GUNFIRE, then... BARRROOOOOOM!

      Dead silence in the Eye in the Sky. Slim stares deep
      into a monitor's dark pitch. Then...

                              SWAT FREQUENCY (V.O.)
                       (Leader's voice)
                Lights! We need power now!

      Fat flips the power back on, and on the monitors...

      ... visions of destruction down below... smoke fills the
      vault as two SWAT members push through it... other SWAT
      members help evacuate the unconscious guards...

                              BENEDICT
                       (into intercom)
                What's the situation down there?

                              SWAT LEADER (V.O.)
                They blew it. They blew the...
                Oh, Jesus... If there was anyone
                in there, they're not in one piece
                anymore.

                               BENEDICT
                       (to Walsh, soberly)
                Tell them to take the van. I'm
                going down there.
                       (as an afterthought,
                         to Slim)
                Find out how they fiddled with our
                cameras.

      OCEAN'S 11 - Rev. 10/24/00                              135A.

262   EXT. McCARREN AIRPORT - NIGHT                               262

      As the white van arrives at a charter airline's entrance,
      the five sedans converge upon it, TIRES SCREECHING, Goons
      emerging, weapons drawn.

                              HEAD GOON
                Get out of the van, now!   Now!

      No response within the van. The Head Goon signals and
      the others SHOOT the van's tires.

                                                               136.

263   INT. CIRCUITRY ROOM                                             263

      Slim investigates the Eye in the Sky's wiring.    Reaching
      deep into a mesh, he finds a foreign object:
      Livingston's "spider."


264   INT. VAULT CORRIDOR                                             264

      The vault elevator doors open and Terry Benedict makes
      his way into his smoke-filled vault corridor. He passes
      the Uzi Guards, awake now and stumbling to the elevator
      with SWAT members' assistance, then arrives before his
      decimated vault: Anything within -- people, money, Lyman
      Zerga's emeralds -- could only have been destroyed.


      OVER SWAT LEADER'S SHOULDER

      as he approaches Benedict.

                              SWAT LEADER
                Mr. Benedict...

                              BENEDICT
                Yes.

                              SWAT LEADER
                We couldn't find any survivors.
                Or, I'm afraid, any of your money.
                I'm sorry, sir.

                              BENEDICT
                       (doesn't want to hear
                        anymore; the SWAT
                        team failed him)
                Take your men out now.

      HOLD ON Benedict, seething, as the SWAT Leader steps
      away...

                              SWAT LEADER
                Okay, guys, grab your gear and
                clear out.

                              BENEDICT
                       (into walkie-talkie he
                        has with him)
                Walsh: How are we with the van?


265   EXT. McCARREN AIRPORT - NIGHT                                   265

      The stalemate with the van continues.    Still no movement
      from inside.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               137.

265   CONTINUED:                                                      265

                                 HEAD GOON
                   Out of the van now! Hands up!

      An EMPLOYEE from the charter airline sticks his head out
      of his office door.

                                 EMPLOYEE
                          (innocently)
                   Hey, what's going on here?

      Half-a-dozen firearms turn and point in his direction.
      The Employee disappears back inside his office.

      The Head Goon cautiously approaches the van, reaches for
      the driver's door, and yanks it open...

      Inside: There is no driver. Just a video camera mounted
      at eye-level. The Head Goon cranes back his head,
      befuddled, when he notices for the first time (and maybe
      we do, too) an enormous antenna sprouting from the van's
      rear bumper.

      The van suddenly lurches.


266   SHORT DISTANCE AWAY - CLOSE ON REMOTE CONTROL                   266

      complete with a tiny video monitor (displaying the van
      driver's POV) and a steering mechanism -- it's a near-
      replica of the one Virgil Malloy used in the monster
      truck drag race against his brother.

      And Virgil's using it now, too, as he sits next to Reuben
      Tishkoff in one of Reuben's Rolls and watches the Goons
      scramble back from the flat-tired van.

                                 TISHKOFF
                   Enough monkey business.

      Virgil brings the van to a stop, then readies a
      distinctive red button on his remote.


267   BACK WITH VAN                                                   267

      As the Head Goon reaches for the rear door, his hand
      inches away when...

      ... BARROOOOM!    The door EXPLODES open!

      Knocked on his ass, the Head Goon watches as the canvas
      "X" bags within burn to cinders. He does, however,
      happen to notice one burning shred of paper dislodged
      from a bag: It's a promotional flier for a call girl
      service.

      OCEAN'S 11 - Rev. 10/24/00                             138.

268   INT. BELLAGIO VAULT - NIGHT                                   268

      Benedict steps over the scattered remains of his vault.
      He picks up a fragment of a cash cart, burnt to a crisp,
      then lets it drop.

                              WALSH (V.O.)
                       (over walkie-talkie)
                Mr. Benedict...

                                BENEDICT
                Yes?

                              WALSH (V.O.)
                They took the van.

                                BENEDICT
                And?

                              WALSH (V.O.)
                       (hesitantly, this is
                        bad news)
                And they blew up the bags, sir.

                                BENEDICT
                         (dropping his walkie-
                          talkie to his side)
                Shit.

                                WALSH (V.O.)
                Sir... sir...

                                BENEDICT
                What, Walsh?

                              WALSH (V.O.)
                They say it doesn't look like
                there was any money in the bags,
                sir.

                                BENEDICT
                What?!

                              WALSH (V.O.)
                They say the bags were filled with
                fliers. For hookers.

                              BENEDICT
                What do you mean there was no
                money in the bags?

                              WALSH (V.O.)
                That's what they said, sir. I
                don't understand it: we both saw
                them putting money inside those
                bags.

                                                     (CONTINUED)

                                                            139.

268   CONTINUED:                                                   268

      Benedict stops cold. He stares up at a wall where an
      engraved sign reading "Bellagio" has been smoke-stained.

                                 BENEDICT
                   Walsh, cue up the tape of the
                   robbery.


269   INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY               269

      Walsh stands before several monitors as Slim cues up the
      "masked men robbing the vault" image of a few minutes ago
      beside the present image of Benedict staring at the vault
      wall.

                                 BENEDICT (V.O.)
                   Does it say 'Bellagio' on the
                   south wall of the vault?

      In the masked-men image it does not, in fact, say
      "Bellagio" there.

                                 WALSH
                          (on walkie-talkie)
                   No, sir. It doesn't. I -- I
                   don't understand...


270   INT. VAULT                                                   270

      Benedict exhales.

                                 BENEDICT
                   We had that installed on Tuesday.
                   The image we saw of the men
                   robbing us was a tape.

                                  WALSH (V.O.)
                   What?

                                 BENEDICT
                   Someone built a double of my
                   vault, then made a tape of them
                   robbing it. When we saw them
                   putting money in those bags, that
                   wasn't actually happening.


271   INT. SECURITY CENTER                                         271

      Walsh's jaw drops as he watches the tape again.

                                  WALSH
                   Then, sir...

      OCEAN'S 11 - Rev. 10/24/00                              140.

272   INT. BELLAGIO VAULT - NIGHT                                    272

      Benedict is absolutely fucking furious.

                              WALSH (V.O.)
                ... what happened to all the
                money?


273   INT. BELLAGIO CASINO - CLOSE ON SWAT DUFFEL BAG - NIGHT        273

      carried through the Bellagio casino, held by the SWAT
      Leader leading his men out (now eight in all), and at
      last we PULL UP to see his face for the first time...

      It's Rusty, in full regalia, leading Livingston, Turk,
      Saul, Frank, Basher, Yen and Linus out of the casino,
      each dressed as a SWAT member, each carrying a duffel bag
      with nearly $20 million dollars inside.

      As we PASS each man, under the HUM OF the CASINO, we see:


274   FLASHBACK - INT. MIRADOR SUITE - LIVINGSTON                    274

      takes the call from Walsh in the Mirador suite as Basher,
      Saul, and Frank dress behind him.

                               LIVINGSTON
                9-1-1.   Emergency response.


275   TURK                                                           275

      dressed as a SWAT member, hustles down a cage corridor.


276   SAUL                                                           276

      has trouble rappelling with the rest.


277   BASHER                                                         277

      takes position next to Rusty at the elevator shaft's
      bottom. They're on-camera, but just a few feet away and
      (off-camera) Danny sits smiling.

                              RUSTY
                       (hiding his voice)
                Prepare to cut power!


278   YEN                                                            278

      lights a short fuse leading into the vault...

      OCEAN'S 11 - Rev. 4/16/01                              141.

279   LINUS                                                         279

      feigns hysteria...

                              LINUS
                Guys, someone's here!


280   RUSTY                                                         280

      FIRES a SPURT of BLANKS.

      BARRROOOOM! No one is hurt. Nor is the money, stacked
      neatly in a corridor, ready to be packed into the phony
      SWAT team bags, body armor, etc.


281   EXT. BELLAGIO CASINO - NIGHT (PRESENT)                        281

      The SWAT team exits and boards the second vehicle Turk
      and Virgil have been working on all this time, the one in
      the warehouse with an air freshener hanging from its
      rearview mirror: it's a replica of a SWAT van.

      Turk takes the wheel as the others jump in the back.
      Rusty flips open another cell phone...

                               RUSTY
                Las Vegas P.D. This is Officer
                Brooks, New Jersey Probation
                Division. I have a violator in
                your jurisdiction...
                        (cupping phone)
                Hit it.

      Turk hits the gas and the VEHICLE PEELS away, carrying its
      cadre of new multi-millionaires far away from the
      Bellagio Hotel and Casino.


282   INT. BELLAGIO VAULT                                           282

      Benedict squats down to inspect a burnt scrap of paper on
      the vault floor. It's a flier for a strip joint.

                               BENEDICT
                       (and it finally occurs
                         to him)
                Ocean...


283   INT. CAGE/HALLWAY - MOVING WITH BENEDICT                      283

      Heated, he approaches the interrogation room, where his
      Plainclothes Goons keep watch.

                                                    (CONTINUED)

      OCEAN'S 11 - Rev. 4/16/01                                 141A.

283   CONTINUED:    (A1)                                              283

                                    BENEDICT
                   Where's Ocean?

                                 PLAINCLOTHES GOON #1
                   Still inside, sir. With Bruiser.

                                                        (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                                  142.

283   CONTINUED:                                                         283

      Benedict straightens his cuffs, cools himself, then:

                                 BENEDICT
                   Open that door.


284   INT. INTERROGATION ROOM                                            284

      Bruiser throws a mean left hook across Danny's face as
      the door swings open and Benedict steps in. Bruiser sees
      him and steps away, toweling off his bloodied knuckles.

      Benedict studies Danny: the man is a bloody mess, head
      rolling, eyes puffed up.

                                  BENEDICT
                   Wake him up.

      The Goons step in, slap Danny alert.       At last, Danny
      recognizes Benedict in the room.

                                 DANNY
                          (a little punchy)
                   Heya, Benedict... How's the other
                   fight going?

      Benedict keeps his cool.

                                 BENEDICT
                   Did you have a hand in this?
                          (beat)
                   Did you?

                                 DANNY
                   Did I have a hand in what?

      Benedict scrutinizes Danny: Is he bluffing?       He looks at
      Bruiser, then Danny again, and decides: no.

                                 BENEDICT
                   Get him out of here.

      As the Goons scoop him up and drag him out, Danny catches
      Bruiser's eye for just a moment. And barely winks.


285   INT. BENEDICT'S SUITE                                              285

      The PHONE RINGS.      Tess plucks it up.

                                  TESS
                   Hello?

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                 143.

285   CONTINUED:                                                      285

                                 VOICE (V.O.)
                          (if you must know,
                           it's Livingston's)
                   Turn to Channel 88.

      CLICK.   Tess does so.

      On her TV: A security-angle of the cage hallway.   The
      Goons appear, escorting bloodied Danny out.

      As Tess gasps, we go live to...


286   INT. CAGE/HALLWAY                                               286

      Where Benedict follows the Goons and Danny out, brooding:
      what's his next step? Walsh approaches.

                                 DANNY
                   You get robbed or something,
                   Benedict? Geez, that's a shame.

      Benedict looks up, suspicious.

                                   BENEDICT
                   Stop there.

      The Goons stop, spin Danny around to face Benedict.

                                   BENEDICT
                   Where.   Is.   My. Money.

      They hold each other's eye.

                                 DANNY
                   What would you say if I told you
                   you could get your money back...
                          (beat)
                   ... if you gave up Tess?
                          (beat)
                   What would you say?

                                 BENEDICT
                   I would say yes.


287   INT. BENEDICT'S SUITE                                           287

      She's crestfallen.

       OCEAN'S 11 - Rev. 1/8/01                                144.

288    INT. CAGE/HALLWAY                                              288

                                 DANNY
                   Well, that's very interesting...
                          (beat)
                   ... but I didn't have anything to
                   do with it.

       He grins.   Benedict sinks.

                                  BENEDICT
                          (to his Goons)
                   Escort Mr. Ocean to the exit. And
                   contact the police. I would
                   imagine Mr. Ocean is in violation
                   of his parole.


289    INT. BENEDICT'S SUITE - ON TV                                  289

       The Goons haul Danny out. Tess has left, heartbeats ago:
       the room's door is just closing.


A290   INT. CAGE/HALLWAY                                              A290

                                 WALSH
                   Maybe we should have held him.

                                  BENEDICT
                   No.   Follow him. Everywhere.


290    INT. CASINO FLOOR - OUTSIDE CAGES                              290

       Benedict exits. Takes in his casino. It's been a bad
       night: he's down a hundred fifty million. He starts
       for...


291    INT. CASINO FLOOR - ELEVATOR BAY                               291

       As he arrives, the elevator doors open and Tess steps
       out. She breezes right past him.

                                    BENEDICT
                   Tess...
                             (as she doesn't
                              stop)
                   Tess?

                                 TESS
                   You of all people should know,
                   Terry: in your hotel, there's
                   always someone watching.

                                                       (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                                 145.

291   CONTINUED:                                                      291

      She keeps going. Benedict, now down a hundred fifty
      million and one woman, boards the elevator. Its doors
      close on him.


292   EXT. ALLEY/VACANT WAREHOUSE - EARLY MORNING                     292

      The SWAT van rounds a corner and ducks inside the
      warehouse.

      Three-and-a-half seconds pass.

      And the eight SWAT members reappear, now all in suits,
      perfectly pressed, and with grins on their faces and
      change in their pockets, they begin their victory stroll,
      single-file and sloppy... right down the...


293   STRIP - MOVING WITH THEM                                        293

      Turk, Livingston, Frank, Basher, Yen, Saul, Linus and
      Rusty march down the strip single-file, and when they
      come to an intersection...

      ... Virgil and Reuben, also in suits, fall into stride
      for a victory lap in front of the Bellagio fountains.

      Then, one-by-one, the group splinters off, strolling into
      different hotels or grabbing cabs, until there are only
      two left: Rusty and Linus.

      They take each other in, shake hands, and part.


294   EXT. BELLAGIO CASINO - NIGHT                                    294

      Tess exits, searching for Danny.   She rounds the building
      to...


295   EXT. SERVICE ENTRANCE                                           295

      Where a LVPD squad car has just arrived to take goon-held
      Danny away. She runs toward it.

                                 TESS
                   Wait!

      They do. As Danny is handcuffed and prepared for loading
      in the back, he and Tess hold each other's glance.

                                                     (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                        145A.

295   CONTINUED:                                            295

                                   TESS
                   Danny...
                          (beat)
                   I'm sorry.

                                 DANNY
                   I knew what I was doing.

      A beat.

                                   TESS
                   I didn't.

                                              (CONTINUED)

      OCEAN'S 11 - Rev. 10/24/00                               146.

295   CONTINUED:                                                      295

      A cop lowers Danny's head as he directs him into his
      seat.

                                 TESS
                   How long will you be?

                                  DANNY
                          (shrug)
                   Three to six months, I should
                   think.

      The squad car door closes him in and Tess stands vigil as
      it pulls away.


296   ACROSS STREET                                                   296

      Rusty watches Danny being driven back to prison, too.

                                                      DISSOLVE TO:


297   EXT. FRONT GATE - MINIMUM-SECURITY PRISON - DAY                 297

      SUPERIMPOSE:    THREE TO SIX MONTHS LATER.

      The great metal gate opens once more, revealing Danny
      Ocean in its frame again, ready for release.

      He looks forward -- no one's there to greet him, and the
      view of New Jersey looks no brighter than it did before.
      He takes his first step into free America...

      ... to discover Rusty leaning against the prison wall.
      Beyond him sits his second-hand Mercedes from L.A.

                                 RUSTY
                   Looking for someone?

                                  DANNY
                   Thirteen million and you drive
                   that piece of shit cross country
                   to pick me up?

                                 RUSTY
                   Hello to you, too.

      They shakes hands.    Rusty looks Danny over.

                                 RUSTY
                   Your hair's grayer.

                                                      (CONTINUED)

                                                                 147.

297   CONTINUED:                                                        297

                                 DANNY
                   Your eyes got closer together.
                          (beat)
                   How's life?

                                 RUSTY
                   Life... is a roomful of pillows.
                          (beat)
                   C'mon...

      MOVING WITH Danny and Rusty toward the Mercedes, together
      again.

                                 RUSTY
                   Where do you want to go first?

                                   DANNY
                   To a phone.

      Rusty had anticipated this.

                                 RUSTY
                   I stopped and picked up your
                   personal effects, put them in the
                   back seat.

                                   DANNY
                   My what?

      Danny gets to the passenger door and looks in to see Tess
      sitting in the back. She smiles at him.

                                 DANNY
                          (smiling back,
                           then)
                   I'm not sure these belong to me.

                                   TESS
                   Sure they do.

      Danny and Rusty get in.      Danny kisses Tess.   Rusty STARTS
      the CAR.

                                 DANNY
                   We need to find Rusty a girl.

                                 RUSTY
                   There's a women's prison just down
                   the road...

                                                         (CONTINUED)

      OCEAN'S 11 - Rev. 1/8/01                               148.

297   CONTINUED:    (2)                                             297

      He drives off. In the back, Danny takes Tess's hand in
      his. Notices a silver wedding band on it.

                                 DANNY
                   You said you sold this.

                                 TESS
                   That's what I said.

                                 DANNY
                   Liar.

                                 TESS
                   Thief.

      As they drive away...

      ... another car STARTS its ENGINE begins to follow.   At
      the wheel: Benedict's goons.




                                  THE END