GUARD:
One con under escort. Open gate one.

[GATE OPENS]

Man walking.

Open gate two.

[FOOTSTEPS]

[GATE OPENS]

Let's go. Face the wall.
Got one under escort.

[GATE CLOSES]

WOMAN: Good morning.
-Morning.

-State your name for the record.
-Daniel Ocean.

Thank you. The purpose of this
hearing is to determine...

...whether you are
likely to break the law again.

This was your first conviction,
but you've been implicated...

...in a dozen other schemes
and frauds.

What can you tell us about this?

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

MAN: We're trying to find out...

...if there was a reason
for committing this crime...

...or just a reason
you got caught this time.

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

WOMAN 2: If released, would
you fall into a similar pattern?

She left me once. I doubt
she'd do it again just for kicks.

WOMAN 1: Mr. Ocean, what do you
think you would do if released?

-Chips, please.
WOMAN: Sure.

-Change 150. Quarters or nickels?
-Quarters are fine.

-Good luck.
-Thank you.

20. Dealer has 19.
Good start.

-I'm going on break now.
-Here. Thank you very much.

-Good luck.
-You have a good one.

-How are you, sir?
-Hello, Frank.

I beg your pardon. You must have me
confused with someone else.

My name is Ramón.
As you can see right here.

-My mistake.
-No problem, sir.

The table's cold anyway.

You might want to try the lounge
at Caesars. Gets busy after 1:00.

-1:00?
-Yes, sir.

Thanks, Ramón.

Thank you.

-Checking up on current events?
-Ramón?

Glad to meet you. Frank Catton
can't get past the gaming board.

-You just got out?
-This afternoon.

You seen him?

I heard he was teaching movie stars
how to play cards. Why?

You have a plan already?

Are you kidding?
I just became a citizen again.

Officer Brooks...

...this is Danny Ocean. I was told
to contact you within 24 hours.

No, sir, I haven't
been getting in trouble.

No, sir, I haven't been drinking.

No, sir, I wouldn't even think
about leaving the state.

MAN:
Hey, Russ! Rusty. What's up, man?

TOPHER: Let me ask you a question.
Are you incorporated?

You should think about it.
I talked to my manager--

-Bernie?
-Not Bernie. My business manager.

Actually, they're both named Bernie.

He said what we do could
be considered research...

...for a future gig, so I could
make it a tax write-off.

The one thing is, and this is
his thing and it's stupid...

...but I'd have to pay you by check.

Or we could just stick to cash.

Yeah, let's just stick to cash.

We'll begin with five-card draw.
Everyone remember that?

Who wants to start us out? Josh?

RUSTY :
Josh. To the left.

Deal to your left.

-Shane?
-Hit me.

-lt's not blackjack.
-Dude!

Looking at them doesn't change them.
You know what you have.

RUSTY : Left. Left.
-Left, I'll get it.

RUSTY :
Lady bets. Let's keep it moving.

-Blue.
RUSTY : Blue, that's a 50.

-I'll call?
RUSTY : Okay.

RUSTY : Shane's calling. 50.

What the hell, it's only
pocket change.

That's your business.
Pretend it's for a reason.

Yeah, thanks, man.

-Right.
JOSH: How many?

-Four.
-You don't want four. You wanna fold.

-I wanna fold?
-Fold.

Is that good?

You're done. Let's take that.
You're done.

You're done.
You have three pairs.

You can't have six cards
in a five-card game.

-Maybe one was mine.
-Wasn't me.

Fellas!

All reds.

What up, dog?

TOPHER: I'm gonna love spending your
money. I'm gonna get my car washed.

MAN: How's the game going?
-Longest hour of my life.

-What?
-I'm running away with your wife.

Great.

DANNY : Is it hard, crossing over
from television to film?

TOPHER: Not for me, dude.

Hey, Russ. We got another player...

...if that's cool with you.

TOPHER: What do you do?
If you don't mind me asking.

Why would I mind you asking?

Two cards.

I just got out of prison.

-Really?
-Why were you in prison?

I stole things.

JOSH: You stole things?
Like jewels?

Incan matrimonial head masks.

-Any money in Incan matrimonial--?
-Head masks. Some.

Don't let him fool you.
There's loads if you can move them.

I'll take one. But you can't.

-My fence was confident.
RUSTY : You don't need a fence.

-Some people lack vision.
-Everybody in cellblock E.

That's $500.

-What's the first lesson in poker?
-Never bet on the--

-Leave emotion at the door.
-Right, Topher.

Today's lesson:
How to draw out the bluff.

That much money, this early....

He has nothing better than
a pair of face cards.

Barry?

All right.

I fold.

-Josh?
-Don't worry, I'm game.

I will see your $500
and I will raise you another...

-...$500 of my own.
RUSTY : That's a handsome bet.

But don't push him too high, too fast.
Keep him on the leash.

RUSTY : Holly?
HOLL Y : Call.

RUSTY : Call.
-Call.

And I'll call.

DANNY : I'll see your $500
and raise you $2000.

Guys, you do what you like.
That's a lot of money.

I'm staying in. He's trying to buy
his way out of his bluff.

-Josh?
-Two.

RUSTY :
Thattagirl. Call.

SHANE: Call.
TOPHER: Call.

RUSTY :
Let's see them.

DANNY : I'm not sure what four nines
does, but the ace, I think, is pretty high.

JOSH:
Thanks for the tip on bluffing.

FAN: Hey, Topher! How about an
autograph? Come on, real quick.

RUSTY : God, I'm bored.
DANNY : You look bored.

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

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

RUSTY : So tell me.
DANNY : It's tricky.

It's never been done before.
It'll need planning and a large crew.

-Guns?
-Not quite. High security. The take--

-The target?
-Eight figures.

What's the target?

When was the last time
you were in Vegas?

You want to knock over a casino?

DANNY :
The vault at the Bellagio.

RUSTY : If I'm reading this right,
and I think I am...

...this is probably the least
accessible vault ever designed.

DANNY :
Yep.

You said three casinos?

These feed into the Mirage and MGM
Grand, but every dime ends up there.

The Bellagio and the Mirage.

-These are Terry Benedict's places.
-Yes, they are.

-Think he'll mind?
-More than somewhat.

You'd need at least 12 guys
doing a combination of cons.

Like what, you think?

Off the top of my head, I'd say you're
looking at a Boesky, a Jim Brown...

...a Miss Daisy and a Leon Spinks.

Not to mention the biggest
Ella Fitzgerald ever.

Where will you get
the money to back this?

Hit these three casinos,
we'll get our bankroll.

Benedict's got a list of enemies.

But enemies with loose
cash and nothing to lose?

-Reuben.
-Reuben.

MAN: Hey.

DANNY : Oscar, lower it a bit,
would you?

Sorry. You guys done?
Find what you want?

We'll take these for the night
to make copies.

OSCAR: Whatever you need.
-Appreciate it.

What?

I need a reason.

And don't say money. Why do this?

Why not do it?

I just left the joint after
losing four years of my life...

...and you're cold-decking
Teen Beat cover boys.

Because the house always wins.

Play long enough,
the house takes you.

Unless, when that perfect hand comes,
you bet big. Then you take the house.

-You practiced that speech?
-Did I rush it?

It was good.
The Teen Beat thing was harsh.

I wonder what Reuben will say.

REUBEN:
You're out of your damn minds!

You're both of you nuts!

I know more about casino security
than any man. I invented it.

And it cannot be beaten.

They got cameras and watchers,
they got locks.

They got timers, vaults.

They got enough armed
personnel to occupy Paris!

Okay, bad example.

It's never been tried.

It's been tried.
A few guys even came close.

You know the three most successful
robberies in Vegas?

REUBEN:
Number three, the bronze medal.

Pencil neck grabs a
lockbox at the Horseshoe.

MAN:
Grab the guy in the suit!

He got two steps closer to
the door than anyone before.

MAN:
Leave the money!

Second most successful robbery:

The Flamingo in '71 . This guy
actually tasted fresh oxygen...

...before they grabbed him.

Of course, he was breathing out
of a hose for the next three weeks.

Goddamn hippie.

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

...was outside of Caesars in '87.

He came...

...he grabbed...

...they conquered.

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, you're still
in the middle of the fucking desert!

You're right.
He's right.

Our eyes were bigger
than our stomachs.

-That's what it is. Ego.
REUBEN: Yeah, blah, blah.

DANNY : Thanks for lunch.
RUSTY : The nicoise was delicious.
.

DANNY : Sorry to bother you.
-We go way back...

...and I owe you from the thing
with the guy.

DANNY : Our pleasure.
RUSTY : I'd never been to Belize.

REUBEN: Give Dominic your addresses.
I got some furniture to send you.

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

DANNY : The Bellagio, the Mirage
and the MGM Grand.

Those are Terry Benedict's casinos.

-ls that right?
-That's right.

You guys...

...what do you got against
Terry Benedict?

What do you have against him,
that's the question.

He torpedoed my casino.
Muscled me out.

Now he's gonna blow it up next month
to make way for some monstrosity.

-I see what you're doing.
-What are we doing?

If you're gonna steal from Terry
Benedict, you better goddamn know.

This used to be civilized.
You'd hit a guy, he'd whack you.

But Benedict....

At the end of it, he'd better not
know you're involved.

Because he'll kill you,
then he'll go to work on you.

That's why we have to be
very careful, very precise.

Well-funded.

You gotta be nuts too.

And you're gonna need a
crew as nuts as you are.

Who do you got in mind?

RUSTY : Who's in?
DANNY : Frank C. is in.

Frank has bronchitis and is applying
for a transfer to warmer climates.

DANNY :
Drivers?

RUSTY : I talked to the Malloys.
DANNY : Mormon twins?

RUSTY :
They're in Utah, off the job.

They're having
trouble filling the hours.

-Waiting, sweetheart.
-Good. Go.

-Waiting for you.
-Why?

-You're a little girl!
-Relax.

I'm going to get out and
drop you like third-period French.

Relax.

DANNY : Electronics?
RUSTY : Livingston Dell.

RUSTY: He's been doing surveillance
for the FBI mob squad.

DANNY : How are his nerves?
RUSTY : Okay.

Move in a little bit.

-Don't touch that.
-Why not?

Do you see me grabbing your gun
and waving it around?

Hey, RadioShack. Relax.

RUSTY :
Munitions.

DANNY : Phil Turrentine.
-Dead.

-No shit. On the job?
-Skin cancer.

-You send flowers?
-Dated his wife for a while.

Basher's in town.

There may be an issue
with availability.

All right, chaps...

...hang on to your knickers.

[ALARM WAILS]

Oh, leave it out!

You tossers!
You had one job to do!

COP:
That's all you used in the event?

-You accusing me of booby-trapping?
-Well?

RUSTY : Booby traps aren't Mr. Tarr's
style. Isn't that right?

Basher?

Peck. ATF.

Let me venture a guess.

Simple G-4 mainliner, back wound,
quick fuse with a drag under 20 feet.

Let me ask you this.
You search this scumbag...

...for booby traps?
I mean, really searched.

Stand back.

BASHER:
Here we go.

-Find Griggs. I need him.
COP: Who?

Just find him, will you?

Can you put something together
with what I gave you?

Done.

-ls Danny about?
-He's around the corner.

Terrific. It'll be nice working
with proper villains again.

COP:
Everybody down! Get down!

BASHER:
They weren't expecting that shit!

RUSTY : Nice work.
-Thanks.

-Which one's the Amazing Yen?
-The little Chinese guy.

-Who else is on the list?
-He is the list.

It doesn't seem that diff--

[CROWD CHEERS]

-We got a grease man.
-We got a grease man.

We need Saul.

-He got out of the game a year ago.
-He get religion?

Ulcers.

-You could ask him.
-Hey, I could ask him.

I saw you at 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.

-How you been, Saul?
-Never better.

What's with the orange?

-My doctor says I need vitamins.
-Why don't you take vitamins?

You come here to give me a physical?

Box seats. Come on.

You gonna tell me? Or should I
say no and get it over with?

You're the best. You're in
Cooperstown. What do you want?

Nothing. I got a duplex now.

I got wall-to-wall and a goldfish.

I'm seeing a lady who works
the counter at Macy's.

I've changed.

Guys like us don't change.
We stay sharp or get sloppy.

Quit conning me.

That your hound way in the rear?

He breaks late.
Everyone knows this.

You going to treat me
like a grownup at least?

Tell me what the scam is?

ANNOUNCER: Exhibit C: His belt as
king of the heavyweight crown.

Lennox Lewis has proven
he's the champion.

Saul makes 10.
Ten should do it, don't you think?

You think we need one more?

You think we need one more.

All right, we'll get one more.

Hello, Linus. Whose is this?

-Who are you?
-A friend of Bobby Caldwell's.

You're either in or out.
Right now.

-What is it?
-lt's a plane ticket. A job offer.

-You're pretty trusting.
-Bobby has faith in you.

Fathers are like that.

He didn't tell you? He doesn't
want me trading on his name.

Do this job,
he'll be trading on yours.

Don't, and you can go back
to feeling up stockbrokers.

Can you get the check, please?

That's the best lift you've made yet.

Las Vegas?

America's playground.

Did you guys get a group rate,
or something?

Saul, do you get out to Utah much?

Not as often as I'd like.

Check it out. I think you'd dig Provo.
You could do well there.

I'll look into it.

Welcome to Las Vegas.
Has everybody eaten? Good.

Everybody sober?

Close enough. Before we start,
nobody's on the line yet.

What I'm about to propose is highly
lucrative and highly dangerous.

If that's not your brand of vodka...

...eat as much as you like and have
a safe journey. No hard feelings.

Otherwise, come with me.

You're Bobby Caldwell's kid?

-From Chicago?
-Yeah.

-You like it there?
-Yeah.

That's wonderful.
Get in the goddamn house.

The 3000 block of
Las Vegas Boulevard...

...also known as the
Bellagio, Mirage and MGM Grand.

They're three of the most
profitable casinos in Las Vegas.

This is the Bellagio vault, located...

...beneath 200 feet of solid earth.

It safeguards every dime that passes
through each of the three casinos.

-We're gonna rob it.
-Smash-and-grab job?

Slightly more complicated than that.

Well, yeah.

This is courtesy of Frank Catton,
a new dealer at the Bellagio.

Bad news first.

This place houses a security system
rivaling most nuclear silos.

First, we have to get in the casino
cages, which takes more than a smile.

Next, through these doors...

...each one requiring a different
code changed every 12 hours.

Past those, the elevator.
Here's where it gets tricky.

-lt won't move without fingerprint I.D.
-Which we can't fake.

And vocal confirmation from the system
within the Bellagio and the vault.

Which we won't get.

The elevator shaft is rigged
with sensors.

If we override the lift, the exit
would lock and we'd be trapped.

Once we get down the shaft,
it's a piece of cake.

Just two more guards with Uzis...

...and the most elaborate
vault door ever conceived.

Any questions?

[SPEAKS CHINESE]

RUSTY :
No, tunneling's out.

Sensors monitor the ground.
If a groundhog nested, they'd know.

Anyone else?
VIRGIL: You mentioned good news?

DANNY : Yeah. The Nevada Gaming
Commission requires...

...a casino to keep enough cash
to cover every chip on the floor.

That means on a weekday, by law,
it must carry...

...between $60 and $ 70 million
in cash and coin.

On the weekend, between 80 and 90
million. On a fight night...

...in two weeks,
the night we're robbing it...

...$150 million,
without breaking a sweat.

There are 11 of us, each with
an equal share. You do the math.

[WHISTLES]

Exactly.

SAUL:
I have a question.

Say we get into the cage
and through the security doors...

...down the elevator
we can't move...

...past the guards with the guns,
into the vault we can't open--

-Without being seen by cameras.
-Sorry, I forgot to mention that.

Yeah, well, say we do all that...

...we're just supposed to walk out
of there with $150 million...

...without getting stopped?

Yeah.

Oh. Okay.

DANNY : First task: reconnaissance.
I want to know what goes on...

...in all casinos,
from the dealers' rotation...

...to the path of cash carts. I want
to know everything about every guard.

Find out where they're from,
nicknames, how they take their coffee.

DEALER 1: She dances at Crazy Horse
Too to pay for school.

-I think she really likes me.
-Cool.

DANNY : Know these casinos.
They were built to keep people in.

Know the quick routes out.

VIRGIL: He went through at 10:44.
-10:46. Get a watch that works.

-You make me sick, dude. It's 10:44.
-10:46.

DANNY :
Second task: power.

Fight night, we throw the switch
on Sin City. It's Basher's show.

BASHER:
You want broke, blind or bedlam?

DANNY : How about all three?
BASHER: Right. Done.

DANNY :
Third task: surveillance.

Security has an eye
and an ear on everything.

We want an eye and ear on them.
Livingston?

Not the least accessible
system, but close.

-There's no closed-circuit I can tap?
-No.

Then it's definitely a black bag job.
They employ an in-house technician?

Two. And one of them is lonely.

Thanks, Charmaine.
I'll return it in an hour.

-Say hi to your mom for me.
-Say it yourself. She's on-stage soon.

TURK:
Watch it, bud!

VIRGIL: You call me bud, pal?
TURK: You call me pal, friend?

VIRGIL: You call me friend, jackass?
TURK: Don't call me jackass.

GUARD: 433, we have an impairment
on the 052 exit-door camera.

Copy that. I see them.

-ls that a word? You made that up?
-"Obsequious" is a word.

-Please move your balloons.
-You got in my way!

-I was trying to deliver my balloons!
-Gentlemen!

-He's a balloon boy! Balloon boy!
VIRGIL: You're spitting in my face.

RUSTY :
We're up and running.

-Why are hallways always that color?
-They say taupe is very soothing.

-Hi.
-Fine, thanks.

GUARD: Move the balloons.
VIRGIL: Move them?

I have a client waiting for these.

I don't have time to fool around
with you circus animals.

DANNY :
Uh-oh.

Hey! Hold up a minute!

Excuse me!

Hey! Excuse me!

-Hey, you dropped this.
-Oh, thank you.

-How's the reception on those things?
-Excellent.

-Take care.
-Thanks.

-Well....
-Yeah.

DANNY :
Fourth task: construction.

We need to build an exact
replica of the Bellagio vault.

RUSTY : To practice?
DANNY : Something like that.

DANNY :
Fifth task: intelligence.

We need those codes, Linus,
from the guy who has all three.

-Who, Benedict?
-Learn to love his shadow.

-All I get to do is watch the guy?
-Gotta walk before you crawl.

-Reverse that.
DANNY : Sixth task: transport.

MAN: I am sorry, but $18,500 a piece
is the best offer that I can make.

Well, I understand.

-They are some great-looking vans.
-Yes, sir, top of the line.

-Okay. Thank you for your time, Mr...?
-Denham. Billy Tim Denham.

-Yes. Denham like a jean.
-That's it. Just like the jean.

Man, you got some lovely hands here.
Do you moisturize?

-I'm sorry?
-I've tried lots of lotion.

I even went fragrance-free
for a year. Now my sister...

...she uses aloe vera
with a little sunscreen in it.

Ideally, we all should
wear gloves to bed...

...but I found there was interference
with my social agenda, you know.

Plus, I react to the camphor. So
I'm not into the traditional remedies.

Let me tell you something.
If you could pay cash...

...I could drop that
down to seven--

Sixteen each.

-No?
-Yes, sir.

-You'd do that?
-Yes, sir.

That'd be lovely.
They told me to see you.

-Well, I'm glad they did.
-They told me.

Well, let me go get the paperwork.
You just wait here at the table.

-You do that.
-Thank you.

-Very nice material.
DANNY : It's imported silk, Saul.

It's very nice.

DANNY : Gentlemen, would you
excuse us for a second?

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

If you ever ask me
that question again, Daniel...

...you won't wake up
the following morning.

He's ready.

WITH FOREIGN ACCENT :
My name is Lyman. Zerga.

My name is Lyman Zerga.

My name is Lyman Zerga.

Okay, tell me about Benedict.

That guy's a machine.

VALET :
Good afternoon.

LINUS: He arrives at the Bellagio
every day at 2 p.m.

TERRY :
How are you, Tommy?

He remembers every valet's name.

Not bad for a guy worth
3/4 of a billion.

He works hard, hits the
lobby floor at 7 on the nose.

-Good evening, sir.
-How are you?

LINUS: Talks with his casino manager.
RUSTY : About what?

LINUS:
All business.

Benedict likes to know
what's going on. Be in control.

There's rarely an incident he doesn't
know about or handle personally.

Spends a few minutes
glad-handing the high rollers.

He speaks Spanish, German and Italian
and is getting good at Japanese.

He's out by 7 :30
and is handed a black portfolio.

Contents: profits and new security
codes. He heads to the restaurant.

Like I said, a machine.

That portfolio contains
codes to all the cage doors?

Uh-huh. And two minutes after they're
changed, he's got them.

You guys really can pick them.
This guy's as smart as he is ruthless.

Last guy he caught cheating,
he not only sent up for 10 years...

...he seized his house and
bankrupted his--

In-law's dealership.

He takes out your knees and ruins
your life and anybody you know.

You scared?

You suicidal?

Only in the morning.

-Now what?
-Now comes the girl.

She comes down after him
if they're in a snit.

-Where does she come from?
-The museum, there. She's the curator.

Here she is.

This is the best part of my day.

I'm not sure we can use her yet.
I haven't even caught her name.

Tess.

Huh?

Her name is Tess.

-We have to talk. Now.
-Okay.

RUSTY : Tell me this is not about her
or I walk.

DANNY :
Who?

RUSTY : Tess. Benedict.
Tell me this isn't about...

-...the guy who's screwing your wife.
-Ex-wife.

-Tell me.
-lt's not about that.

DANNY : It's not entirely about that.
Remember when we got in this business?

We said we'd play
like we had nothing to lose.

Well, I lost something.

I lost someone.
That's why I'm here.

The problem is,
now we're stealing two things.

And if you can't have both,
which do you choose?

Remember, Tess does not split 11 ways.

If everything goes to plan, I won't be
the one that has to make that choice.

-How'd she look?
-She looked good.

Thanks.

TESS:
You like it?

TERRY :
I like that you like it.

-I'll see you tonight?
-Okay.

In my hotel, there's always
somebody watching.

I'll see you tonight.

MAN:
Weak stomach, Mr. Zerga?

I don't believe in weakness.
It costs too much.

I don't believe in questions either.

Oh, really? Well then,
let me give you a tip.

Don't get into Terry Benedict
for too much money.

He doesn't fool around.

-How are you, Eddie?
-Fine, sir.

Anything for me?

Mr. Lyman Zerga. Third position.
Wants to talk to you privately.

Who is he?

Businessman of some kind,
from Europe.

Very vague. I asked around.
Word is, he deals primarily in arms.

-One of the biggest.
-Zerga.

Yes, sir.

-Never heard of him.
-That's why I don't doubt it.

-He's staying here?
-He's in the Mirador suite.

-How's he doing?
-Up, almost 200.

Good for him.

You're 30 seconds late.
I was about to send out a search....

Hello, Tess.

What are you doing here?

I'm out.

-Out?
-Of prison.

Remember? I went for cigarettes
and didn't come back.

I don't smoke.
Don't sit.

-They say I paid my debt to society.
-Funny, I never got a check.

You're not wearing your ring.

I don't have a husband,
or didn't you get the papers?

-My last day inside.
-I told you I'd write.

-Danny, go now before--
-What? Benedict?

How you doing?
Whiskey and whiskey.

You're doing a great job at the museum.
The Vermeer is quite good.

-Vibrant. But his work fell off later.
-Remind you of anyone?

I always confuse Monet and Manet.
Which one married his mistress?

-Monet.
-And Manet had syphilis.

They also painted occasionally.

All right, I'll make this quick.

I came here for you.

I want to get on with my life.
I want you with me.

You're a thief and a liar.

I lied about being a thief.
I don't do that now.

-Steal?
-Lie.

Terry doesn't have to make
the distinction.

He's clear on both.

-You have a problem.
-Only one?

You've met too many people like you.
I'm with Terry now.

Does he make you laugh?

He doesn't make me cry.

SAUL: The fight is Saturday night?
-Yes, would you like tickets?

No. Hand-to-hand combat
does not interest me.

I have a package arriving
here that evening.

A black briefcase, standard size...

...the contents of which
is very valuable to me.

I'll put it in the house safe.

The house safe is for brandy
and grandmother's pearls.

-I need something more secure.
-Mr. Zerga, I can assure you our--

I can assure you, Mr. Benedict,
that your generosity in this matter...

...will not go overlooked.

Now, what can you offer me
besides the safe?

People you steal from have insurance.
They get made whole again.

I had to leave New York to escape.
How do I get my five years back?

-What you can do is not throw--
-You don't know anything.

You don't love me,
you want someone else.

-I must live with that. But not him.
-Spoken like a true ex-husband.

-I'm not joking.
-I'm not laughing.

There's a conflict of interest
when you give me love advice.

Yes, but that doesn't mean I'm wrong.

Do you remember what I said
when we first met?

-That I better know what I'm doing.
-Do you? Now?

You should go if you don't.

-I know what I'm doing.
TERRY : What are you doing?

Just catching up.

-Meet my ex-husband.
-Danny Ocean.

-Mr. Ocean.
-I'm in your seat.

Forgive my lateness.
A guest required my attention.

That's fine. Danny was walking
through and spotted me.

-ls that so?
-lmagine the odds.

"Of all the gin joints
in all the world."

You recently were
released from prison?

That's right.

-How does it feel to be out?
-About the same.

-Danny was just about to--
-I just stopped by to say hi to Tess.

Stay, have a drink.

-I can't.
-He can't.

TERRY :
Well, then....

TERRY : I imagine we won't see
Mr. Ocean anytime soon.

DANNY :
You never know.

I know everything
happening in my hotels.

DANNY :
So I should put those towels back.

No, the towels you can keep.

-Good to see you, Tess.
-Take care, Danny.

-Terry.
-Danny.

Whoa.

What the...?

Stinking....

RUSTY :
Tomorrow the day is yours.

Call is at 5:30, makeup and costume.

Saul's package arrives at 7:05.
Linus grabs our codes.

All goes well, we're a go. At 7:30,
Yen is locked in and we're committed.

From this point, we have 30 minutes
to blow the power or he suffocates.

RUSTY : Once the electricity goes,
access to the vault...

...and its elevator shut down for
two minutes. That's when we go.

You're in the middle of the
room, 10 feet from everything.

You have to get to the door
without touching the floor.

What do you do?

TURK: Ten says he shorts it.
GROUP: Twenty.

BASHER:
Window or aisle, boys?

Yeah, we're in deep shit.

That poxy demo crew
didn't back the main line.

They naused up the mainframe.
Naused it up!

-You understand him?
-I'll explain later.

They're so pony they blew the
backup grids one by one.

DANNY :
What happened?

BASHER: They accidentally did
what I would have done.

Now they know their weakness,
they're fixing it.

So unless we intend to do this job
in Reno, we're in Barney.

Barney Rubble.
Trouble!

-We could always--
-By tomorrow?

Hang on a minute, hang on.
We could use a pinch.

What's a pinch?

A device which creates a cardiac
arrest for broadband circuitry.

Better yet, a pinch is a
bomb without the bomb.

When a nuclear weapon detonates,
its electromagnetic pulse...

...shuts down any power source
within its blast radius.

It usually doesn't matter because a
nuclear weapon destroys everything.

A pinch creates a similar
electromagnetic pulse...

...without mass destruction and death.
Instead of Hiroshima you get...

-...the 17th century.
-How long?

30 seconds.

Could a pinch knock out
the power of an entire city?

-Like, for instance--
-Las Vegas?

Yeah, I think it might.

There's only one pinch
big enough to do it.

DANNY :
Where?

DANNY :
Let's go. Yen, Basher, come on.

DANNY :
Where you going?

-I'm coming with you.
-No.

LINUS: Oh, no, no, no!
Don't leave me with these guys!

VIRGIL:
Start.

TURK: I got one.
VIRGIL: You thinking of one?

-No, I've thought of one.
-You're thinking of one.

No, I'm done. I have it.

-You a man?
-Yes. 19.

-You alive?
-Yes. 18.

-Evel Knievel.
-Shit!

VIRGIL: Don't touch me.
TURK: I'm not.

-Your hand's in my face.
-lt's not.

-Am I touching you?
-Your hand's in my face.

-Move.
-I didn't touch you.

-You just touched me.
-You made me touch you.

TURK:
This is your side.

[BANGING]

VIRGIL:
Get off. Get off.

BASHER: I'm gonna need a score
of car batteries--

DANNY : Where's Linus?
Where's Linus?!

DANNY : There he is.
-Would you look at this doughnut?

[YEN SPEAKS IN CHINESE]

Should someone help him?

That's a great idea, Albert.
Let's all get nicked.

Back it up.

Let him in.

BASHER:
You stupid bastard!

-I say stay, you stay.
-Got it.

DANNY : Lose focus,
somebody gets hurt!

I got it.

REUBEN:
Where are they?

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

SAUL: They will be here.
-"They will be here." Schmuck!

RUSTY :
Have a nice trip?

We have a problem.

You've been red-flagged.

The moment you enter the casino,
they'll be watching.

Like hawks.
Hawks with video cameras.

That's a problem.

-Saul, turn that off.
-When I'm ready--

-Saul!
-lt's off! It's off!

Any idea how this happened?

-No.
LINUS: Come on.

He's been chasing Benedict's girl.
They had an argument two nights ago.

-I tailed you.
-Who told you to?

I did. I worried you couldn't
leave Tess alone.

-Tess?
DANNY : My wife.

RUSTY : Ex-wife.
SAUL: Tess is here?

RUSTY : Sorry. I didn't know if it
would sting you, but it did.

-You're out, Danny.
-He's out?

Or we call it off.
His involvement puts us at risk.

-lt's not your call.
-You put her before us and made it mine.

This is my job.

Not anymore.

If he's out,
who's gonna trigger the vault?

Kid, you up for it?

I can do it.

RUSTY : Done. Tell the others
about the change in plan.

Curtain goes up at 7.

SAUL: Tess is with Benedict now?
She's too tall for him.

TERRY :
Yes. No.

Very much no.

Then inform Mr. Levin he'll be better
off watching the fight at home on TV.

Surely, he must have HBO.
That's it.

Hi.

What were you thinking about?

You.

RUSTY :
Where do you put your hands?

No good.

RUSTY :
Don't touch your tie. Look at me.

You need to answer my question.
Where do you look?

No. Look down, they know you're lying.
Up, and you don't know the truth.

Don't use seven words if four will do.

Be specific, but not memorable.
Be funny, but don't make him laugh.

He's got to like you,
then forget you once you leave.

And, for God's sake,
whatever you do, don't--

LIVINGSTON:
Russ! Can you look at this?

Sure.

Saul?

It's time.

Okay.

Let's do it.

ANNOUNCER:
On a perfect night in Las Vegas...

... with the expected crowd of
celebrities and sports fans...

...piling into the MGM Grand, the two
best heavyweights in the world...

...prepare to meet after an
eight-month dance toward each other.

Mr. Zerga?

Mr. Benedict.

-I'm very busy. Are we on schedule?
-I have no reason to suspect otherwise.

SAUL:
My courier should be here momentarily.

[GROUP SPEAKING
IN FOREIGN LANGUAGE]

Eighteen. Blackjack!

Find Mr. Walsh. Tell him Mr. Ocean
is in the west slots.

I can't have private security
personnel in the casino cages.

Of course not.

[SPEAKS FOREIGN LANGUAGE]

GAMBLER: Saul!
Saul Bloom, is that you?

GAMBLER: Saul! Saul, it's me!
Bucky Buchanan!

Remember?
From Saratoga!

Mikael. Vladimir.

Hey! Hey, Saul!

Mr. Benedict, please.

I have never enjoyed the touch
of steel to my skin.

Lift them up, please.

TERRY : Your briefcase contains
nothing dangerous or illicit.

I agree to take said briefcase
and store it in my vault...

...for a period of 24 hours.

-I cannot allow you into the vault.
-Why not?

Insurance, for one. Security.
Most of all, I just don't trust you.

[KNOCKING]

Excuse me.

I put two plainclothes on Ocean.
He's in the keno bar now.

Mr. Zerga, this is my
casino manager, Mr. Walsh.

He will have your briefcase stored
in our vault while you watch.

Those are my terms.
Yes or no?

You leave me no choice.

VIRGIL:
Don't do that in front of the pinch.

LIVINGSTON VIA EARPHONE:
You'll do fine.

-Thank you.
-No sweat. You're a natural.

But don't screw up.

-Who gets the penne?
LIVINGSTON: Right here.

You ready?

This is our security center,
where we oversee the casino and vault.

You'll monitor your briefcase
from here.

Don't let me keep you.

-Mr. Zerga.
-Mr. Benedict.

Linus, you're up.

LINUS:
Got him.

Mr. Benedict.

Sheldon Willis,
Nevada Gaming Commission.

I need two minutes of your time.

-Anything for the NGC.
-Thanks.

Will you accompany me
to pit five, please?

RUSTY : You make the deposit when?
-At your signal.

What do we look like,
a couple of peckerwood jackasses?

How does that feel?
You all right?

Want something to read?
A magazine?

All right.
Counting down.

Thirty minutes of
breathing time starts now.

LINUS:
This just came to our attention.

Apparently, he's got
a record longer than my....

It's long.

If he is who you say he is.

You been at the commission long?

-About 18 months.
-You know Hal Lindley? Worked with him?

Not since he died last year.

Ramón Escalante? Sheldon Willis,
Nevada Gaming Commission.

What's going on here?

-lt's come to our attention--
-We should speak off the floor.

Charlie.

Thank you.

-No. I want you out of here.
-Give me one moment.

-I've had it. I want you gone.
-Tess, come here.

You're up to something.

Don't say you're here for me.
You're pulling a job, aren't you?

Well, no matter what it is,
you won't win me back.

Tess, I just came to say goodbye.

Goodbye.

You be good.

-Mr. Ocean.
-Mr. Benedict wishes to see you.

I thought he might.

LINUS:
Good afternoon, Mr. Escalante.

Or should I call you Mr. Catton?

You're Frank Catton,
of the Tropicana, the Desert Inn...

...and the New York state
penitentiary system, are you not?

I take it from your silence
you won't refute that.

Mr. Benedict, you're employing
an ex-convict. As you know--

Goddamn cracker.

-Excuse me?
-You heard me.

Black man can't earn a decent wage?

-You wanna throw me on the street.
-I'm doing my job.

Want me to get on the table and dance?
Shine your shoes? Smile at you?

You sure won't let me deal the cards.
You might as well call it whitejack!

LINUS: I don't know what to say to
that. Race has nothing to do with it.

-Yeah, right.
-What a horrible thing to say!

You, of all people, know the NGC has
always supported hiring colored--

-No! I didn't mean it!
TERRY : Okay. Come on, sit down.

-Sit down.
-You better talk to him.

-He's got it.
TERRY : Sit down.

Virgil. Turk.
Deliver the package.

-Where's your card?
-I lost it.

-You serious?
-I'm so stupid.

-You are so stupid! You know that?
-Hey!

You think it helps to call someone
names who's upset?

GUARD: Keep it down.
TURK: Sorry. Sorry.

GUARD: Where did this come from?
TURK: High roller's room.

TURK: It's Mr. Benedict's stuff.
GUARD: Joe, take this inside.

JOE: Count room?
GUARD: No, to the vault.

GUARD:
Benedict's money goes in the vault.

GUARD: Next time, remember the card,
and we won't run into this again.

TURK: Stupid.
VIRGIL: Jeez!

SENTRY :
Yo! Hold that, please.

MR. WALSH:
There's your briefcase now.

SAUL:
Wonderful.

That's my cue.

Give Basher the go.

Bash, what's your status?

-Bash!
-Easy. No need to shout, guv'nor.

-What's your status?
-I'm nearly there.

TERRY :
Come on, come on.

Mr. Walsh, show this man
off the premises.

Don't ever set foot
in my casino again.

Sir?

-Cracker!
-Oh, dear God!

Oh! I forgot my pager.
I left it. Sorry.

-Know the way back?
-I do.

Good.

Okay. Enjoy the fight.

Sorry!

How much longer you figure
Mr. Benedict's gonna be?

No cameras in this room, huh?

Yeah.

Don't want anybody seeing
what goes on in here.

He's not coming, is he?

[KNOCKING]

GOON: We're gonna step outside.
Leave you to talk things over.

SENTRY 2: I hadn't seen my wife in
three weeks, so I decided to call her.

"I love you, you love me."
"I miss you, you miss me."

That went well, but then
I went to this party....

SENTRY 2: I show up at 1 p.m.
She expected me at 11 a.m...

...so she was going crazy.
I said, "What do you expect?

What do you think goes on?
It's not choir practice."

Oh, shit.

WALSH:
Does that satisfy you, Mr. Zerga?

I am very satisfied.

-Are you all right, sir?
-I'm fine. I'm fine.

All right.

Jesus!

Bruiser!

-Not until later!
-Sorry, Danny. I forgot.

It's all right.

-How's your wife?
-Pregnant again.

Well, it happens.
Let's get started. Come here.

-You're almost there, Linus.
SENTRY : Who's that guy?

SENTRY : I got a bogey in the corridor.
WALSH: Mr. Zerga!

-Call a doctor! Mr. Zerga!
-Put this under his head.

Going to video now.

--to the Eye in the Sky ASAP.

We have a man down
who's unconscious.

Oh, Jesus!

-Did you really think I'd sit this out?
-You didn't trust me?

I do now.

Come on.

Someone call for a doctor?

LINUS: How'd you get here?
-Had to give a friend two million.

But what about Rusty? The argument?
I mean, what was that about?

Come on. Why not just tell me?
Why put me through all this?

Where's the fun in that?
Let's get going.

RUSTY :
Come on, man! Breathe!

Breathe, damn it! Breathe!

I'm sorry. We've lost him.

VIRGIL: Dude, I said hurry.
TURK: Don't do that.

I didn't tell you to hurry?

[PUNCHES LANDING]

Come on, get up! Get up!

[FEIGNS PROTEST]

BRUISER:
Had enough yet?

LINUS: Will these hold us?
-They should.

Livingston, we're set.

-Livingston, we're set.
-Basher, we're set.

Hang on a minute, chief.

LIVINGSTON:
Yen's gonna suffocate.

Well, then you better leave off
bothering me, don't you think?

[GENERATOR STARTS]

[GENERATOR ACCELERATES]

DANNY :
All right, crack them.

[GLOW STICKS CRACK]

Go.

-Ow!
-Ahh!

LINUS:
Shit!

LINUS:
Cut it.

[CROWD BOOS]

[FIGHT BELL RINGS]

BLACKJACK DEALER:
Hey!

Pit six, table five.
Dealers compromised.

Trade's breached at tables three,
five, six and ten.

Get your coat.
Get your coat.

REUBEN:
This is crazy! What...?

[BEEPS]

[CRASHING]

Not yet.
Not yet.

[LOUDER CRASHING]

DANNY :
Go ahead.

-You think Yen made it out okay?
-I'm sure he'll be fine.

How we doing?

Okay, I guess.

Jesus.

There's a 95-pound Chinese man
with $160 million behind this door.

-Let's get him out.
-Yeah.

-Ten says he shorts it.
-No bet.

Try him again.

Okay.

Hey.
Where we at, boys?

-Pins and floor sensors, now.
-Blinding.

Here we go.

Counting down from 20.
Now.

Twenty.

-Don't blow the door. Can you read me?
DANNY : Ten...

...nine, eight...

BASHER: Maybe the pinch blew his ears.
-Do not blow the door!

DANNY :
...two, one.

What's wrong?

Something....

Did you check
the batteries?

You know, lose focus
in this game for one second--

I know, somebody gets hurt.
You don't hear Yen complaining.

[VAULT DOOR EXPLODES]

Yen?

Where the fuck you been?

-Sorry.
-Sorry.

That is the sexiest thing
I have ever seen.

Rusty, you're up.

[CELL PHONE RINGS]

-You gonna answer that?
-I don't have a cell phone.

This isn't mine.

See who it is.

-Hello?
RUSTY : Mr. Benedict, please?

It's for you.

-Who the hell is this?
-The man who's robbing you.

-What's going on in the vault?
-Nothing, sir. It's all normal.

Show me.

-You're mistaken.
-Watching your monitors?

Okay, keep watching.

In this town,
luck can change that quickly.

-Find out how much money's down there.
-Yes, sir.

Tess?

Tess?

Perhaps you should....

Perhaps I should what?

It would be better if you weren't
around here for this.

All right, you proved your point.

You broke into my vault.
Congratulations. You're a dead man.

-Maybe.
-Maybe? May I ask how you will leave?

You think I'll let you
take my money out my casino doors?

-No. You'll carry it out for us.
-Why would I do that?

Look at your monitor.

As your manager's probably reporting,
you have over $ 160 million...

...in your vault tonight.
We're only packing up half that.

The other half we're leaving,
booby-trapped, as a hostage.

You let our $80 million go,
and you get to keep yours.

You try and stop us,
we'll blow both cashloads.

You can lose $80 million secretly
or lose $160 million publicly.

Your decision.
Hi.

Make the call.

DISPATCHER:
911 emergency response.

-Where's Danny?
RUSTY : He's fine.

-He asks that you go up and watch TV.
-He does?

We have three men with explosives
who have taken control of our vault.

-Okay.
-lt's okay.

-You have a deal.
-I promise.

Fantastic.
Here's what you do:

RUSTY : The guys in the vault will put
six bags in the elevator.

It will rise to your cages.

Three of your guards will carry
the bags into the casino.

If they take more than 20 seconds to
reach the floor, or there's a switch...

...we'll blow all the money.

-He's in the casino by the slots.
-Of course I am.

I'm staying in your hotel.
I have two words for you: mini bar.

Once the guards
hit the casino floor...

...a white van will pull up outside.
Your guards will load the rear.

If anyone so much as approaches the
driver's door, we'll blow everything.

When I hear the van is away and
the money secure, my men will leave.

Once their safety is confirmed,
you get your vault.

The S.W.A.T. team is here.

All right.

Now, I have complied with your
every request. Would you agree?

I would.

Good. Because now
I have one of my own:

Run and hide, asshole.
Run and hide.

If you're picked up buying a $100,000
sports car in Newport Beach...

...l'll be disappointed. I want my
people to find you, and when they do...

...rest assured, we won't
hand you over to the police.

So, my advice to you again
is this: run and hide.

That is all that I ask.

Our guys say that
van is headed for McCarran Airport.

I want my vault
back before that van hits the tarmac.

SWAT TEAM LEADER:
Prepare to cut power.

Ready.

Cutting power now.

TERRY :
Do it.

SWAT LEADER:
Breaching elevator doors now.

We have two guards,
bound, unconscious.

Wait a minute.

MAN IN BACKGROUND:
Guys! Guys! Someone's here!

-Take him down, now!
-I got him!

[MACHINE GUN FIRES]

SWAT LEADER: We need light.
-Give it to him.

TERRY : What's going on?
Talk to me.

SWAT LEADER: An explosive
incendiary device has been detonated.

Continuing search for survivors.

Tell them to take the van.
I'll be there.

TERRY : And find out how they
hooked into my system!

Yes, sir.

Get out of the van, now.
Now!

Tires. Tires.

SWAT LEADER:
Our search yielded no suspects.

Nor can we determine how they
entered or exited the premises.

-Take your men out.
-May I suggest--?

Now.

It's your vault.
Blue team, move it out!

Walsh, where are
we with the van?

I just want to try
something for a second.

There's nobody inside.

-I'm sorry. Did you want to get in?
-Enough monkey business.

Do it already.

WALSH:
Mr. Benedict. We took the van, sir.

TERRY :
And?

They say there was no
money in the bags, sir.

TERRY :
What do you mean?

They say the bags were filled
with fliers, sir. For hookers.

Walsh?

Cue the tape to
the robbery.

Yes, sir.
I'm looking at the tape now.

TERRY : Does it say "Bellagio"
on the vault floor?

No, it doesn't.
I don't understand.

We had it installed Tuesday.

The images we saw of those
men robbing us was a tape.

WALSH:
What?

It was staged. Somebody made a
duplicate of my vault.

What we saw on the monitor
wasn't actually happening.

I don't understand.
What happened to all that money?

Make the call.

911 emergency response.

-Night goggles on.
-Clear.

Prepare to cut power.

RUSTY :
Breaching elevator doors now.

We have two guards,
bound, unconscious.

Wait a minute.

LINUS:
Guys! Guys! Someone's here!

-Take him down, now!
-I got him!

[FIRES MACHINE GUN]

Open the door.

DANNY : Hey, Benedict.
How's the other fight going?

Pick him up.

Did you have a hand in this?

Did I have my hand in what?

I'll ask you one more time.

Did you have a hand in this?

Benedict, I have no idea
what you're talking about.

Okay.

You're free to go.

Show him out.

[PHONE RINGS]

-Hello.
LIVINGSTON: Turn to channel 88.

Who is this?

DANNY : What happened, Benedict?
You get robbed?

TERRY :
Stop.

I'll give you one last chance.

Where's my money?

DANNY : What if I said you could
get your money back...

...if you give up Tess?

What would you say?

TERRY :
I would say yes.

DANNY :
All right.

I know a guy.
We were in the joint together.

Anybody pulls a job in the
Western U.S., he knows about it.

DANNY : Give me 72 hours, I'll find
out who took your money.

You know a guy.

Contact the police. I'm sure he's
in violation of his parole.

GOON:
Yes, sir.

Tess.

Tess.

You of all people
should know, Terry.

In your hotel, there's
always someone watching.

TESS:
Wait!

Wait!

Wait, that's my husband!

-Danny.
-Tess, I told you...

...I knew what I was doing.

I didn't.

COP:
All right, let's go.

How long will you be?

About three to six months, I guess.

I hope you were the groom.

Ted Nugent called,
he wants his shirt back.

DANNY : Thirteen million and you drive
this piece of shit to pick me up?

RUSTY :
I blew it all on the suit.

DANNY : Where are they?
-Back row, silver sedan. Ten o'clock.

RUSTY : I picked up your personal
effects. Hope you don't mind.

I'm not sure these belong to me.

DANNY : Hi.
-Hi.

Rusty needs a girl.

There's a women's
prison down the road.

You said that you sold this.

I said that.

Liar.

Thief.