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 APPROACHINGFOOTSTEPS. 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 therecord. Daniel Ocean. DANNY VOICE (O.S.) Thank you. Mr. Ocean, the purposeof this meeting is to determinewhether, if released, you arelikely to break the law again. While this was your firstconviction, you have beenimplicated, though never charged, in over a dozen other confidence schemes and frauds. What can youtell us about this? DANNY As you say, ma'am, I was nevercharged. 2 INT. PAROLE BOARD HEARING ROOM - WIDER VIEW - MORNING 2 Three PAROLE BOARD MEMBERS sit opposite Danny, behind atable. BOARD MEMBER #2 Mr. Ocean, what we're trying tofind out is: was there a reason you chose to commit this crime, orwas there a reason why you simplygot 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 youwould fall back into a similar pattern? DANNY She already left me once. I don't think she'll do it again just forkicks. Glances dart between the Board Members. BOARD MEMBER #1 Mr. Ocean, what do you think youwould do if released? Danny considers. DANNY (deadpan) I don't know. How much do youguys 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 possessionsand a form certifying their return to Danny. GUARD #2 Sign. (adding a piece ofmail to the pile) This came today for you. Rest'll be forwarded to your paroleofficer. GUARD #1 (reading its returnaddress over Danny'sshoulder) Those your lawyers? My wife's. DANNY He opens the letter, and as his eyes gaze over the paperswithin, he smirks just a little. GUARD #1 What's it say? (CONTINUED) 3 OCEAN'S 11 - Rev. 1/8/01 CONTINUED: 3. 3 DANNY I'm a free man. 4 INT. CHANGING CUBICLE 4 Danny pulls on civilian clothes and there's not a barethread 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 itsframe, ready for release. (If it matters -- and if younotice -- he's wearing his wedding ring.) He hovers there for a moment, on the precipice offreedom. The WIND WHISTLES a little on the other side of the gate, and the view ahead is not pleasant (NewJersey): Life is hard out there. But Danny musters his courage, then takes his first stepinto free America... A6 EXT. ATLANTIC CITY BOARDWALK - DUSK A6 Any empty wintery boardwalk. 6 INT. CASINO (ATLANTIC CITY) - NIGHT ... And his wingtip lands squarely on plush redcarpeting. As we PULL UP TO Danny's face and SPIN AROUND him, wehear, 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 chairand a snifter of brandy. He's home. 6 ON DANNY'S WALLET As he pulls out several crisp one hundreds, sets them ongreen felt, then sees them replaced by a neat pile ofchips. 4. 7 AT BLACKJACK TABLE 7 Danny cranes his neck about the casino, looking forsomeone -- a friend, somebody who should be here -- butwithout success. He turns his attention back to his cards, and the cards of the dealer. Nine-ten. King-four. Queen-ace. Stay. Dealer -- seventeen. Danny wins. Dealer shows a six. Stick. Dealer busts. Twenty-one. Danny wins again. A second dealer relieves the first, and Danny recognizeshim with a smile -- this wasn't the friend he was scouting for, but two hours out of the joint any familiarface is welcome. Hello, Frank. DANNY The new dealer (FRANK CATTON) glances up at Danny, andhis eyes go wide, like a priest who's discovered he'sdealing 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 isthe most African-looking Ramon you've ever seen. A pitboss 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 theGrand, 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 aroundhim: 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 DenouncesPlans" -- accompanied by two photographs... The first: Tan, well-coiffed developer and new owner ofthe Paradiso, Terry Benedict, with a beautiful (if barelyvisible) woman on his arm. The second: scowling formerowner, 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 newleaf. 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 toplay cards. (beat) Why? You don't have somethingplanned already? DANNY You kidding? I just became acitizen 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... Jesus... FRANK 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 ordinarypeople? DANNY That would be criminal. FRANK So what's left? Banks? Hah. Banks got no money. It's all electronic. Only place that stilltakes cash is... Casinos. DANNY FRANK (realizing) Oh, no... Oh, yes... DANNY When? FRANK Soon. DANNY Interested? Frank smiles. Danny has his answer. 10 INT. SUB SHOP - FOYER - NIGHT 10 Danny pulls a business card from his jacket, picks up thephone again, and dials the card's number. (CONTINUED) 10 OCEAN'S 11 - Rev. 5/31/01 CONTINUED: 7. 10 DANNY Yes, Officer Brooks? My name isDanny Ocean. I'm just out, I'msupposed to check in with youwithin twenty-four hours. (listens) No, sir, I haven't gotten intoany trouble. No drinking, no sir. (listens, finisheshis 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 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: A11 ANOTHER ANGLE MOVING WITH him and Topher Grace, the actor, as they pushdown 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 thinkabout it, really, 'cause I wastalking 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 tellingme that since this, what we do, could be considered research for, you know, a future gig, that Ishould be able to write it off as a business expense. So he suggestedthat it'd be better if I wrote youa 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 youngHollywood nightclubbers. Alright. RUSTY Who's here? TOPHER Josh is here. Seth is here. David couldn't make it. He's gottwo weeks of reshoots on Lusitania because somebody just figured outforty percent of the budget iscoming from Germany. RUSTY That's a problem. TOPHER Barry is here. RUSTY I thought they let him out to dothat 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 - Uh-huh. TOPHER RUSTY (beat) I quit watching when Kate left Donafter 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 playsome cards... A glance at the table reveals: the three waiting playersare all young TV stars (Josh Jackson, Seth Green, BarryWatson) here for a group poker lesson with Rusty. (Onestar, indeed, has brought his girlfriend, Katie, alsoa known actress, to observe.) A glance back at Rusty reveals: he's in for a longnight. RUSTY ... and let's play some cards. AT TABLE - LATER The group lesson has begun. TOPHER A hundred bucks to me... (mulling itover) 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 yourbusiness. But you have to makethem 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 changethem. Leave 'em where they areand make your bet. SAME SCENE - LATER To another player: RUSTY You're showing. Yeah, I know she's your girlfriend, Barry, but youcan'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 apoker table. SETH (triumphantly) Two pair -- nines and twos. Rusty checks his hand: a full-house full of face cards. (CONTINUED) A13 OCEAN'S 11 - Rev. 5/31/01 CONTINUED: (2) RUSTY (folding) You got me. (as Seth rakes inhis winnings) Let's take a little break. 11. A13 13 OMITTED 13 A14 INT. HOLLYWOOD CLUB (DEEP) - NIGHT 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 ofmy life. BARTENDER What?! A14 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-lightdistrict windows, and Rusty catches his own fatiguedexpression in their reflection. Then, out the corner of his eye, he catches sight of a man passing throughthe pulsating crowd. Someone familiar to him. He follows. 14 OMITTED 14 A15 INT. HOLLYWOOD CLUB (DEEP) - BACK ROOM Rusty returns. TOPHER Hey, Rusty, we got another player, if that's alright. (CONTINUED) A15 OCEAN'S 11 - Rev. 5/31/01 12. A15 CONTINUED: A15 Topher indicates the new arrival: Danny. Rusty looksas 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'mnot 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 mindmy 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 divertattention) 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 canmove 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, youdon'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 arelationship. In fact, a criminal one. And, judgingfrom 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 pullsout 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 justraised 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'sholding nothing better than a pairof 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'tpush 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 holdingyour 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 cardsbefore I make a bet. But be cafeful. I could tell from yourface you're holding three of akind 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 youlike. It's a lot of money. But I'm staying in. He's trying tobuy his way out of his bluff. Nobody looks too eager to call, but nobody wants toleave a grand on the table, either. Finally, Sethponies 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 guysaround him, Danny rakes in his pot. DANNY Thanks for the game, fellas. (then) Hey, I hate to ask this, butcould 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 andcompany exit, and they begin signing autographs. Dannyand Rusty exit, too, but of course nobody gives a shitabout them. 16 INT. RUSTY'S FALCON - MOVING - NIGHT 16 Danny and Rusty ride silently, staring out oppositewindows at Sunset Boulevard. RUSTY That was, that was just... DANNY Unprofessional. Rusty agrees. RUSTY How was the clink? You get thecookies I sent you? DANNY Why do you think I came to see youfirst? Danny pulls out a wad of bills from his jacket, peels offhalf, 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. INT. CANTER'S DELI - NIGHT 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 inVegas? 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 downhis 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: KUEHN & ASSOCIATES, ARCHITECTS. J.A. Two flashlight beams strafe wood-paneled, elegantoffices: Danny and Rusty on late-night reconnaissance. As Danny prowls a cabinet full of blueprints, Rustypasses the time switching papers from a desk's in box toits out box. At last, Danny finds the right set of blueprints anddrapes it across the desk; we, however, never see it. DANNY The vault at the Bellagio. A beat as Rusty scans the document, then anotherunderneath it. RUSTY If I'm reading these right -- andI think that I am -- this is probably the least accessiblevault ever designed. (beat) Oops. Actually, you know what, I'm wrong. It's definitely theleast accessible vault ever designed. Yep. DANNY 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 nextblueprint) These feed into the cages at boththe Mirage and the M.G.M. Grand. (tapping vault) But every dime ends up here. RUSTY The Bellagio, Mirage, and... Theseare 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 toreveal 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 considersthe 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'dsay you're looking at a Boesky, aJim Brown, a Miss Daisy, twoJethros, and a Leon Spinks. Oh, and the biggest Ella Fitzgerald ever. (beat) Where do you think you're gonna getthe money to back this? (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 15. 21 CONTINUED: 21 DANNY As long as we're hitting thesethree casinos, we'll get ourbankroll. Terry Benedict has alist of enemies. RUSTY But does he have enemies with loose cash and nothing to lose... (smiles, realizing) Aha. Aha. DANNY (smiles, too) Reuben. RUSTY 22 MOVING WITH SECURITY GUARD 22 as he approaches Danny's and Rusty's voices... 23 BACK WITH DANNY AND RUSTY 23 So... DANNY RUSTY So, here's what I think: You should take this plan, kick itaround for a week or two. Sleepon it. Turn it over in your head. Then: never bring it up to meagain. Uh-huh. DANNY So what are you saying? RUSTY I'm saying: this is like tryingto build a house of cards on the deck of a speeding boat. DANNY Really? I thought it was muchharder than that - Suddenly the Security Guard's flashlight beam hits themsquare in the eyes. Danny and Rusty put their hands upto 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? you wanted? Find what DANNY Yeah, thanks. You mind if we borrow a couple drawings for thenight? Make some copies. SECURITY GUARD Whatever you need. Danny withdraws his money clip, peels off a couplehundreds, 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. open, Rusty stops Danny from boarding. When its doors 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 ofthe joint wearing my entirewardrobe and you're colddeckingTeenBeat coverboys. (beat) Because the house always wins. You play long enough, neverchanging stakes, the house takes you. Unless, when that specialhand 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 thatspeech, haven't you? DANNY A little. Did I rush it? like I rushed it. It felt 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 manalive. I invented it, and it cannot be beaten. They gotcameras, they got watchers, theygot locks, they got timers, theygot vaults. They got enough armedpersonnel to occupy Paris. Okay, bad example... DANNY It's never been tried. TISHKOFF Oh, it's been tried. A few guyseven 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 carrierfrom behind and snatches the box. (CONTINUED) 18. 26 CONTINUED: 26 He takes almost three steps before five security men leapat him and -- FREEZE FRAME on his wide-eyed expression ofhorror... TISHKOFF (V.O.) Number three. The bronze medal. Pencilneck grabs a lockbox at theSands. He got two steps closer tothe door than any living soulbefore him. RESUME ACTION: Adlai Stevenson gets a taste of what NFLquarterbacks experience every Sunday... five fold. 27 INT. FLAMINGO CASINO FLOOR (1971) A hippie races toward the electronic sliding doors, clutching a tray full of chips, and as the doors begin topart for him -- FREEZE FRAME: A billy club appears outof nowhere... 27 TISHKOFF (V.O.) Second most successful robbery. The Flamingo '71. This guyactually smelled fresh oxygenbefore they got him. RESUME ACTION: The billy club comes down -- whap! - across the hippie's skull and it's Chicago '68 all overagain. TISHKOFF (V.O.) Course, he was breathing out of ahose the next three weeks, goddamnhippie. 28 EXT. REUBEN TISHKOFF'S BACK YARD - DAY (PRESENT) TISHKOFF And the closest any man has gottento robbing a Las Vegas casino... 28 29 FLASHBACK - EXT. CAESAR'S PALACE ENTRANCE (1987) Tourists and valets scatter as a Euro-thief (pastelT-shirt beneath a white linen suit) bursts from thecasino and takes five steps before -- FREEZE FRAME: GLASS EXPLODES from three different doors behind him and he arches his back in agony... (CONTINUED) 29 19. 29 CONTINUED: 29 TISHKOFF Outside of Caesar's in '87. came, he grabbed, he gotconquered. He RESUME ACTION: BULLETS rip the man to shreds and hecollapses on Caesar's steps a bloody pulp. 30 EXT. REUBEN TISHKOFF'S BACK YARD - DAY (PRESENT) 30 TISHKOFF But what am I saying? You guysare pros, the best. I'm sure youcan make it out of the casino. Of course, lest we forget, onceyou're out the front door, you'restill in the middle of the fuckingdesert! Both Danny and Rusty look chastened. RUSTY You're right. (to Danny) He's right. DANNY Reuben, you're right. Our eyesare bigger than our stomachs. RUSTY That's exactly it. Pure ego. TISHKOFF Yeah yeah blah blah. DANNY Thank you so much for setting usstraight. Sorry we bothered you. They both rise to go. TISHKOFF Look, we all go way back. I owe you from that thing with the guyin the place, and I'll neverforget it. DANNY It was our pleasure. RUSTY I'd never been to Belize. (CONTINUED) 20. 30 CONTINUED: 30 TISHKOFF Give Dominic your addresses, I gotsome 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, whichcasinos did you geniuses pick torob? Danny stops, almost as if he's been waiting for thisquestion, 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 umbrellaedcocktail. TISHKOFF You guys... Whadda you got againstTerry Benedict? DANNY What do you have against him? That's the real question. TISHKOFF He torpedoed my casino, muscled meout, now he's gonna blow it upnext month to make way for anotherfuckin' eyesore. Don't think I don't see what you're doin'. RUSTY What are we doing, Reuben? (CONTINUED) 30 OCEAN'S 11 - Rev. 1/8/01 CONTINUED: (2) TISHKOFF You gonna steal from TerryBenedict, you better goddamn know. This sorta thing used to becivilized. You'd hit a guy, he'dwhack you. Done. But Benedict... (bristles) At the end of this he better not know you're involved, not knowyour names, or think you're dead. Because he'll kill you, and thenhe'll go to work on you. DANNY That's why we've got to be verycareful. We have to be precise. We have to be well-funded. 21. 30 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) Frank Catton coughs mightily into a handkerchief. a desk, his boss fills out paperwork. DANNY (V.O.) Frank C. has developed a bad caseof bronchitis and is putting infor a transfer to warmer climates. Across 31 32 EXT. LAS VEGAS AIRPORT - DAY 32 Frank carries his bag toward the taxi bay. He stops tolight a cigarette, inhales with deep satisfaction beforea banner: "WELCOME TO LAS VEGAS." DANNY (V.O.) What about drivers? 33 OCEAN'S 11 - Rev. 1/8/01 EXT. VACANT, WEEDY DRAG RACETRACK - DAY 22. 33 CLOSE ON a souped-up tractor-wheeled monster truck, itsENGINE ROARING before a starting line, itching to crossit. Now take a step back... That souped-up monster truck stands a foot-and-a-half offthe 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 trackat a finish line a hundred yards away. This is a race. The drivers stare each other down: TURK (behind thewheel of the truck) and VIRGIL (track-side, remotecontrol 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 thesense they're having troublefilling the hours. Lights flash red-to-yellow-to-green and while the TRUCKCOATS RUBBER on the track, Virgil's toy zips to a lead. It's looking to be an embarrassment for Turk until hejerks his wheel a little and -- ka-thunk -- flattens hisbrother'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 certainno one is watching them. Little do they know... ... LIVINGSTON DELL, audio-visual junkie, and victim of acontinual flop sweat, crouches before their image, masterfully controlling his surveillance camera with ajoystick 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 caughtbetween the two. As he struggles to untangle himself fromthe leash... 36 INT. CAFE 36 With a view of Livingston on the boardwalk... Danny andRusty wait for him over espressos. RUSTY (next item on hislist) 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) 36 OCEAN'S 11 - Rev. 10/24/00 CONTINUED: (2) RUSTY (checks his watch) We may be too late. 24. 36 37 INT. BANK - CLOSE ON BASHER TARR - NIGHT 37 the explosives expert. A pair of goggles over his eyesreflects 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 dynamitedbank vault. ALARMS begin to sound: this is bad news. BASHER (to the rest of hisgang, his temperflaring) You know, you guys had one job todo. 38 EXT. BANK - ONE MINUTE LATER 38 The men exit through the front doors, their hands overtheir 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 ofhim. (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 25. 39 CONTINUED: 39 COP And that's all you used during theevent? 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, isRusty, 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, quickfuse with a drag under 20 feet. (off Cop's reaction) That's our man. Tell me somethingelse. Have you checked him forbooby traps on his person? I mean really checked, not just for weapons... The Cop looks bewildered. Rusty steps forward, yanksBasher onto his feet, spins him around. He moves his hands up and down Basher's legs, around his waist, underhis arms. RUSTY Will you go find Griggs and tellhim 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 somethingtogether with what I passed you? Done. BASHER Thirty seconds all right? From when? RUSTY Now. BASHER (as we hear somethingSNAP from behind his back) 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. Ten seconds? RUSTY Not quite. BASHER Is Danny here? RUSTY Around the corner. BASHER Be good working with professionalsagain. (beat) Okay: go. And they both start running. RUSTY Everyone down! Get down! a bomb in the... There's 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 andBasher move briskly past them, dodging their splayed legslike tires on an obstacle course. By the time theExplosives Cop thinks to look around for Basher, they'veboth disappeared. 41 OCEAN'S 11 - Rev. 1/8/01 OMITTED 27. 41 42 INT. UNDER BIG TOP - DAY 42 The Chinese National Circus, currently on tour in theWestern United States. Trapeze artists, gymnastic teams, and trampoline daredevils fly, somersault, spin, andswing through the air. A full house applauds every feat. Danny and Rusty sit inthe bleachers, surrounded by parents and kids munching onspindles of cotton candy. Tough guys in toyland. ANNOUNCER (V.O.) (in Chinese, thenEnglish) Ladies and gentlemen: the amazingYen. 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. else is on the list? Who RUSTY He is the list. (CONTINUED) OCEAN'S 11 - Rev. 10/24/00 28. 42 CONTINUED: 42 Who else? DANNY Watch. RUSTY Halfway across the wire, the funambulist sits. And veryslowly, but without hesitation, he contorts himself intoa ball, never losing his balance. Even Danny isimpressed. 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. We need Saul. DANNY RUSTY He won't come. He swore off the game a year ago. DANNY He get religion? Ulcers. RUSTY DANNY You can ask him. Rusty stops, stares at Danny, sighs. (CONTINUED) 29. 43 CONTINUED: 43 I can ask. RUSTY 44 EXT. DOG TRACK/BETTING WINDOW (MIAMI, FLA) - DAY 44 SAUL BLOOM, 50s, befuddled, wearing a corduroy jacketpatched at the elbows and a duffer's hat, counts outmoney through the window, lists his bets. He checks his tickets, plunges them into his pants pocket, and movesoff... 45 THROUGH TRACK LOBBY 45 Rusty appears in the f.g. behind a pillar, as dapper asSaul 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 stepsunder the box seats. He produces an orange from hispocket, starts to peel it. A pair of well-shined shoesappears behind him. Saul senses their presence, butdoesn't turn around. SAUL I saw you in the paddock beforethe second race, outside the men's room, when I placed my bet. I saw you before you even got up thismorning. RUSTY How ya been, Saul? Never better. SAUL 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 aphysical? 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'sat the track, Saul. SAUL A man shouldn't drink on the job. RUSTY (re: race) Who we rooting for here? Number four. SAUL There's the BELL; the electronic rabbit is released and the dogs break out of the gate. From this point onSaul'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, Igot wall-to-wall and a goldfish, I'm seeing a nice lady, she worksthe 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 backthere? SAUL He breaks late. Everyone knowsthis. On the track: The dogs are now coming around the backstretch, and the crowd on the bleachers rises, cheering. SAUL You gonna treat me like a grownupat 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 aroundhim people are standing and shouting. Rusty places an envelope in Saul's lap, then gets up andwalks out as, on the track, the #4 dog crosses the finishline... last by several lengths. Saul considers his options. In one hand: a fan of losing tickets. In the other (courtesy of Rusty): ticket to Las Vegas. a DANNY (V.O.) And Saul makes ten. 48 INT. BAR - NIGHT 48 Danny and Rusty look weary from all this recruitment. nearby TV with the sound off plays a promo for anupcoming Tyson fight. A 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 sixthsense -- 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 youngman in a frayed jacket: LINUS. Two overgroomed STOCKBROKERS stand with their backs tothe young man, yammering about high interest yields, andconsequently they don't notice (and neither do we, not atfirst) that Linus is slowly picking one of their pockets. The thievery is glacier-paced: Linus, his face alwaysforward and inscrutable, gingerly raises one tail of histarget's Brooks Brothers jacket and then, withincomparable dexterity, unbuttons his wallet pocket witha 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) isaware 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, whenthe train hits another curve... ... he stumbles forward, his left hand finding support onthe Stockbroker's shoulder as his right relieves the manof his wallet. LINUS Sorry 'bout that. STOCKBROKER No problem, guy. The Stockbroker resumes his yacketing, oblivious, asLinus tucks his prize into his own jacket pocket, facebetraying nothing. Only Danny appreciates the artistryperformed 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, Dannysteps 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 furiousschedules, and Linus slips blithely through them, in nohurry, a man who's pulled this job a thousand timesbefore. He dodges and sidesteps crazed commuters, and except fora brief brush with one well-dressed man (the Sun-Timestucked under his arm), he escapes the station withoutincident. 52 EXT. UNION STATION - EVENING 52 Linus exits, casually reaching into his jacket to counthis 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. Hi, Linus. DANNY Sit down. Who are you? LINUS DANNY A friend of Bobby Caldwell's. down. Sit Linus balks, prideful, but sense finds a way, and hesits. DANNY Bobby told me about you. Said youwere the best set of hands he ever saw. Didn't expect to find youworking wallets on the subway. LINUS That wasn't work, that was practice. Danny reaches into his jacket and sets a plane ticket onthe 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 prettyfast. 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'tbe quite as good. You can go backto 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 youmake yet. LINUS Las Vegas, huh? (CONTINUED) 53 OCEAN'S 11 - Rev. 10/24/00 CONTINUED: (2) DANNY America's playground. And our MAIN THEME KICKS IN as we... 35. 53 CUT TO: 54 LAS VEGAS - AERIAL VIEW - ESTABLISHING - DUSK 54 The city looms out of the desert like an infernalmachine, lights flashing, skyline pulsing, a neonfortress. One thing in particular catches our eye: an enormous billboard with an ad for the upcoming boxing matchbetween Mike Tyson and Lennox Lewis. Below it, a promoter hands out fliers for strip joints and callgirls. 55 OMITTED 55 56 INT. REUBEN TISHKOFF'S MANSION (LAS VEGAS) - NIGHT 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) andopens his door to find... LIVINGSTON Trick or treat. 56 ... Livingston, Basher, Yen, the Malloys, Saul and Linuscrowding his doormat. A taxi-van pulls away behind them. TISHKOFF What, you guys get a group rate orsomething? 57 INT. TISHKOFF'S LIVING ROOM - LATER 57 Along one wall, a buffet table has been set up, and whileVirgil and Turk pile shrimp onto plates, Saul pockets anorange 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 seein 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 withthis? At the wet bar, Basher mixes a drink for Livingston; on acouch, 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 theroom, flanked by Rusty and Tishkoff. He starts down... DANNY Everybody eaten? Good. Everybodysober? Close enough. Most of youknow each other already. You probably haven't met LinusCaldwell before, he's Bobby's kidoutta Chicago. Linus trades nods around the room. DANNY Okay. Before we start, nobody'son the line here yet. What I'm about to propose to you happens tobe both highly lucrative andhighly dangerous. If that doesn't sound like your particular brandof vodka, help yourself to asmuch food as you like and safejourney. 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 eyeover the assembled and keeps going. The guys look eachother 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. Hi. LINUS TISHKOFF You're Bobby Caldwell's kid, huh? Yeah. LINUS From Chicago? TISHKOFF Yeah. LINUS TISHKOFF It's nice there. You like it? Yeah. LINUS 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 ofTerry 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 profitablecasinos 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, eachleading from a casino to a single freight-sized elevatorshaft 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 ofTvs. 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-whitesecurity tapes, starting within the three casinos' cages, moving into the tunnels, then (as the TVs unite in theirimages) pushing into the elevator and eventually thevault. As the group's glances shoot back and forth from the TVto the corresponding section of the model, i.e. from aPOV of the tunnel to the miniature tunnel itself... (CONTINUED) 39. 58 CONTINUED: (2) 58 DANNY Okay. Bad news first. This placehouses a security system whichrivals most nuclear missile silos. First: we have to get within thecasino cages - RUSTY (indicating) -- here, here, and here - DANNY -- which anyone knows takes morethan a smile. Next: throughthese doors, each of which requires a different six-digitcode changed every twelve hours. Past those lies the elevator, and this is where it gets tricky: the elevator won't move without authorized fingerprintidentifications - RUSTY -- which we can't fake - DANNY -- and vocal confirmations from both the security center withinthe 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 overridethe lift, the shaft's exit will lock down automatically and we'llbe trapped. DANNY Once we've gotten down the shaft, though, then it's a walk in thepark: just three more guards withUzis and predilections toward notbeing robbed, and the mostelaborate 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 dozenquestions 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 bythat bilingual exchange or too numbed by the task aheadof 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 doesprecisely that, in their heads, except for Virgil whodoes 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, andthrough the security doors there, and down the elevator we can't move, and past the guards withguns, 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 tomention that. SAUL Say we do all that. We're justsupposed to walk outta there witha hundred million dollars in cash on us without getting stopped? Danny smiles, his broad, sure-of-himself grin, the oneRusty couldn't deny earlier and these guys won't deny now. DANNY Yeah. Saul looks panic-stricken; like that, his ulcer hasflared 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 pasttourists, past cocktail waitresses, past Linus sitting ata blackjack table. (CONTINUED) 44. 60 CONTINUED: 60 DANNY (V.O.) First task: reconnaissance. I want to know everything that'sgoing 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 abouttheir sex lives. Across the room, Frank sits innocentlydoing a crossword. DANNY (V.O.) I wanna know everything aboutevery guard, every watcher, anyonewith a security pass. I wanna know where they're from, whattheir nicknames are, how they taketheir 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 oneTechnician's belt... 62 INT. MIRAGE CASINO - DAY 62 ... an identical keycard is swiped through a keypad, itslight flashing red to green, admitting a guard into an"Employees Only" doorway. The Malloys, who've shadowed the guard here, note asentry standing watch by the door as well as a securitycamera embedded in the ceiling above: No one walks through that portal unchecked. DANNY (V.O.) Most of all, I want you guys toknow these casinos. They werebuilt as labyrinths, to keeppeople in. I want you guys toknow the quick routes out. Their job done, the Malloys start toward the casino'sexit... 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 itfrom its perch, so casual about the action that nopasserby 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 canvasdozens of casino tables; only NASA's control rooms housemore technology. Apart from the fray, another bank of monitors manned bytwo 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 itleads 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 blackbag job. Do they employ an inhouse technician? Danny looks to Rusty who, behind them, tampers withLivingston's audio-video setup: several portablemonitors, a laptop and modem, telephone headset, etc. Two. RUSTY 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 onin the break room) shells out twenty bucks every threeminutes for a DANCER to grind her pelvis against hischest... ... and while the Technician grins not-very-soberly andogles her perfect breasts and paws at her midriff, theDancer secretly removes the keycard from his belt. DANCER I'll be right back, honey. move a muscle. Don't TECHNICIAN (drunk and inlove) Depends on the muscle. She pouts, flirtingly, as she does for every idiot whodrops 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 thekeycard, 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 themthrough the casino, and just as he's passing an"Employees Only" door (complete with sentry and embeddedceiling camera)... ... he bumps into a TOURIST, and the balloons drift outof 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 onthe east door camera. 70 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 70 The SENTRY (#433) hears this and spots the balloonscovering the embedded camera and approaches the deliveryboy (who by freak accident happens to be VirgilMalloy)... SENTRY Excuse me, sir: You're going tohave to move your balloons. ... but Virgil's too busy picking a fight with theTourist (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 ofanother) ... 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 doorand swipes the newly-acquired keycard and when it flashesred-to-green, he enters... 71 OCEAN'S 11 - Rev. 10/24/00 INT. CAGE - HALLWAY 48. 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 cagecorridors. 72 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY - ON MONITOR NEXT TO BALLOON-CLOUDED ONE 72 Livingston appears and, as nonchalantly as he can, heambles 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 tohave one... TURK Yeah yeah yeah, whatever, balloonboy. SENTRY Gentlemen, gentlemen... 49. 76 INT. CIRCUITRY ROOM 76 Livingston's work here is almost done: he clips a smallmechanism (known in his industry as a "spider" -- it'ssmall, black, antenna-less and hides in dark places) to amain conduit, then verifies a tiny receiver he holds ispicking 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 themonitors upstairs. Danny and Rusty witness their appearance. DANNY Why do they paint hallways thatcolor? RUSTY They say taupe is very soothing. 79 INT. CAGE - HALLWAY 79 Livingston steps outside. His job done, he exhales andwipes the sweat from his brow and checks his palm fordirections 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 Uh-oh. DANNY 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. has no recourse but to march right by him. Livingston (CONTINUED) 50. 81 CONTINUED: 81 FAT Hiya. LIVINGSTON Fine, thanks. Livingston continues on, and maybe for a second he thinkshe's in the clear, especially when he sees the exitlooming ahead, but then Fat turns behind him and hailshim back... Hey... FAT 82 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 82 At last, the Sentry outmaneuvers Virgil and Turk andgrabs the balloons himself. Virgil quickly snatches themback... VIRGIL Hey... get your own balloons. 83 INT. CAGE - HALLWAY 83 Livingston approaches the exit's keypad and swipes hiskeycard: the light does not flash red-to-green. FAT (on his tail) Hey... Livingston looks: he swiped the wrong side of hiskeycard. He tries again. Red flashes to green. He pulls the door... ... but Fat blocks it. Livingston peers up, certain he'shad 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 hishand. (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. Well... Yeah... Fourth task: INT. WAREHOUSE - DAY DANNY RUSTY DANNY construction... The gang hauls building materials -- lumber, tools, paint, etc. -- and Yen hauls three times his share, carrying objects on his head/shoulders/arms, a circusact in a hardware store. DANNY (V.O.) We need to build an exact, workingreplica 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 dois watch him? DANNY For now. You gotta walk beforeyou 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 onopposite bumpers of a van, testing its durability. Inside, Frank negotiates with BILLY TIM, a Cal- Worthingtonesque redneck car dealer, who half-paysattention to him, half-frets over the Malloys outside. BILLY TIM I'm sorry: eighteen-five each isthe best offer I can make you. FRANK (playing a bit ofa dandy) Oh, I understand perfectly. Theyare beautiful vans. Well, I thank you for your time, Mister...? Denham. BILLY TIM Billy Tim Denham. FRANK Yes, Denham, like a jean. (they shake) You know: you have lovely hands-- do you moisturize? I'm sorry? BILLY TIM (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 53. 88 CONTINUED: 88 Frank's not letting go of the man's hand, the object nowis to force Billy Tim into lowering his price just to getFrank out of his office. FRANK I swear by it. I try all sorts oflotions. I went through afragrance-free period last year, but now I'm liking this new brandfortified with rose hip. Mysister, you know, she uses thealoe vera with the sun screen built in... BILLY TIM (just can't gethis hand back) Uh-huh. You said you'd be willingto pay in cash? FRANK I did. You know: they saycinnamon is wonderful for your pores. Read that on the internet. And that ideally you should bewearing gloves to bed, but I findthat would interfere with mysocial agenda. Problem is: I geta reaction to camphor so I can'tuse traditional remedies... BILLY TIM If you could pay cash, I couldprobably drop the price a little. To, say, seventeen... (as Frank squeezesa 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 taskson 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 moneycan 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 tohis Florsheims. Danny nods to the tailor: "Give us a moment." DANNY Saul, you sure you're ready to dothis? Saul turns away, and when he faces Danny again, hisentire aspect has changed: His features stone, his eyesicicles. SAUL If you ever question me again, Daniel, you won't wake up thefollowing morning. They exchange a long, fierce glance; Saul's eyes never waver. You're ready. DANNY Danny signals Tishkoff: let's pay, and Saul immediatelyslumps into his old self. To a mirror, he practices... SAUL Hello. My name is Lyman Zerga... (this time a littledeeper) My name is Lyman Zerga... 55. 91 INT. LIMOUSINE - DAY 91 Saul's dressed completely (and immaculately) now inArmani, with his hair slicked back, a brief moustache on his lip, and impenetrably dark glasses riding the bridgeof his nose. He continues to practice, his accent evendeeper now and specifying no geographic origin -- couldbe Scottish, could be Israeli... SAUL My name is Lyman Zerga... My nameis Lyman Zerga... Danny passes him an envelope full of $100 bills. DANNY There's a little over twenty grandthere, 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 flurryof FOOTSTEPS before Saul's door swings open, and Turk andVirgil (both costumed as bodyguards) stand waiting forhim. VIRGIL Mr. Zerga, we're here. DANNY Good luck, Lyman. SAUL (hesitates, then getsout) Luck is for losers. 92 INT. BELLAGIO CASINO - DAY 92 Saul, as Lyman Zerga, makes as low-profile an entranceinto the Bellagio as he can with bodyguards preceding andtrailing him. He approaches a V.I.P CONCIERGE... V.I.P. CONCIERGE Good afternoon, sir. How can I be of service? (CONTINUED) 92 OCEAN'S 11 - Rev. 1/8/01 CONTINUED: 56. 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 Conciergethis 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 sitbefore two slot machines, idly dropping in quarters asthey 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) TERRY BENEDICT emerges from a Town Car and, from hishaircut to his smile to his pant-cuffs, he is effortlessperfection. 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 everyday at two p.m. Same Town Car, same driver. Remembers everyvalet's name on the way in. Not bad for a guy worth three-quartersof a billion. 93 94 INT. BELLAGIO - ELEVATOR BAY (SUPER SLOW MOTION) 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 atseven on the nose. 94 OCEAN'S 11 - Rev. 1/8/01 57. 95 INT. BELLAGIO CASINO - NIGHT (SUPER SLOW MOTION) 95 From a balcony, Benedict stands overlooking the casinofloor. His CASINO MANAGER approaches and they confer. LINUS (V.O.) Spends three minutes on the floorwith 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 hiscasinos. There's rarely anincident 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 HighRoller in Japanese, to a Swiss in German, etc. LINUS (V.O.) He spends a few minutesgladhanding the high rollers. He's fluent in Spanish, German andItalian, and he's taking Japaneselessons, getting pretty good atit. 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 blackportfolio. As I said: LINUS a machine. RUSTY And that portfolio contains thecodes to all the cage doors? (CONTINUED) OCEAN'S 11 - Rev. 3/30/01 58. 97 CONTINUED: 97 LINUS Two minutes after they've beenchanged, he's got 'em in hand. (beat) I'll tell you: you guys pickeda helluva target. He is as smart and ruthless as they come. The last guy caught cheating here, Benedict not only sent him up forten years, he got the bank toseize the guy's home andbankrupted - RUSTY -- his brother-in-law's tractor dealership, I heard. LINUS He doesn't just go after yourknees, he goes after yourlivelihood. And everyone-youever-met's livelihood. RUSTY You scared? LINUS You suicidal? RUSTY Only in the morning. (beat) Now what? LINUS Now comes the girl... if she comesin 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'sarm in the New York Times photo) appears. Elegantlydressed, a knockout, she moves very much in her ownprivate space. And Rusty's face just about drops at thesight 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 certainabout this, verycertain and veryupset) Her name is Tess. 98 OCEAN'S 11 - Rev. 1/8/01 EXT. WAREHOUSE - NIGHT 59. 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, thenmatches its image (of Frank staple-gunning floorboardinto place) to a security tape of the real McCoy. On the other side of the garage, Turk and Virgil go towork on their newly-purchased vans, with wrenches andblow torches. Tishkoff recognizes a gasket Virgilhandles. TISHKOFF This looks familiar. Where'd youget this? VIRGIL Off your Rolls. TISHKOFF Danny! Tell 'em not to touch the Rolls! Overlooking the whole enterprise is Danny, grinning fromear to ear, happy in his work. He checks a stopwatch inhis hand as... ... the false top to the cash cart before him flies open, revealing Yen within, his arms, legs and torso foldedinto a three-by-four foot space. He whips an air hosefrom his mouth and inhales deeply. Danny checks hiswatch. 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'thave it coming. And we were gonnaplay the game like we had nothingto 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'thave both, which are you gonnachoose? And remember: Tess doesn't divide eleven ways. A beat. DANNY If things go to plan, I won't bethe 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. Absolutelyradiant. 101 INT. BELLAGIO ART GALLERY - DAY 101 The painting hangs under a portrait lamp on a wallbetween a van Gogh and a Monet. At a distance, admiring it, are Tess, the SELLER and theseller's AIDE-DE-CAMP. A staff photographer and otherpersonnel mill nearby. Off to the side, in a sharp blazer, Tess standstransfixed by the painting. TESS He painted it in the summer of1912, after the break-up withFernande Olivier. SELLER She must have put him throughhell. TESS You can see the conflict. He makes her both erotic and grotesque. He's hopelessly drawnto her, and yet she drives him crazy. AIDE-DE-CAMP (checking his watch) Mr. Santaniello has an earlyflight. Do you think Mr. Benedictwill be late? TESS Mr. Benedict is never late. Just then the double doors to the gallery swing open, andTerry 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 missingis 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 Ikept you. I had to iron out a few issues with my fight promoter. I gave him an unlimited budget, andhe exceeded it. SELLER I understand it's going to be ahell 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 hecatches Tess in his glance, and his smile deepens. Then: BENEDICT Magnificent! I've been followingher for fifteen years now. At last I've made her a home. (to Tess) All the arrangements and soforth... SELLER Done. She's yours. BENEDICT Not mine. She belongs to everyonewho 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 isconfused; Benedict specifies painting) I can't be the only one who wasafter her. SELLER You're the only one who met myprice. BENEDICT Ah, but this... You can't put aprice 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 besidehim. You like it? TESS 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 onSaturday night. Red trunks with a white stripe. Oh? TESS (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 64. 102 CONTINUED: 102 BENEDICT And you, as I recall, will bewearing a red Donna Karan? And when the TV cameras pick us up inthe front row, that red dress... TESS I see. BENEDICT He's a charming man, but no one'sgoing to be watching him when theycan make a study of you. I've asked Paolo to find three or four things for you to try. I hopeyou'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 alwayssomeone 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, inthe corner, and at it Saul, as Lyman Zerga, furtivelypeels 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 fromthe table, just perceptibly, to spot Terry Benedict, onhis way in, right on schedule. He approaches the PITBOSS by the entrance. Eddie. BENEDICT Anything for me? PIT BOSS Mr. Zerga, sir. Lyman Zerga. the third position. Wishes to speak with you privately. In Who is he? BENEDICT PIT BOSS Businessman of some kind, workingmostly in Europe. He's veryvague, but I asked around. Word is he deals primarily in arms. One of the biggest. Zerga? BENEDICT Never heard of him. Yessir. it. PIT BOSS That's why I don't doubt BENEDICT He's staying here? PIT BOSS Checked in two nights ago, sir. He's in the Mirador suite. BENEDICT How's he doing? Up. PIT BOSS Almost forty grand. BENEDICT (knowing he can'tduck this) Good for him... 107 INT. BELLAGIO - RESTAURANT - SAME TIME 107 Tess Ocean sits in a booth and sips at a glass of wineand checks her watch: Benedict is late or very close tobeing so... (CONTINUED) OCEAN'S 11 - Rev. 10/24/00 67. 107 CONTINUED: 107 ... when a pair of hands slips over her shoulders andstarts 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 petrifiedand stunned to see him, but outragedmostly) What are you doing here? DANNY I'm out. TESS You're out. DANNY Of prison. You remember. The dayI went for cigarettes and nevercame 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 tosociety. 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 thepapers? DANNY My last day inside. TESS I told you I'd write. Danny reaches his hand (ringed) for hers (ringless), butshe 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 curatingthe museum. She sighs, exasperated. DANNY The Vermeer is quite good. Simplebut vibrant. Although his workdefinitely fell off as he gotolder. TESS Remind you of anyone? (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 69. 107 CONTINUED: (3) 107 A beat. DANNY And I still get Monet and Manetconfused. Which one married his mistress? TESS Monet. DANNY Right. Manet had syphilis. TESS They also painted occasionally. DANNY You don't know how many times Iplayed this conversation out in myhead 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 withmy 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. approaches, stands off to the right, watching. Benedict HIGH ROLLER (to Saul, noticing hisheavy bet) You don't want to get in the holetoo heavy to this Benedict. A friend of mine once borrowed a hundred g's from the guy. Two months went by, Benedict hadn'theard from him, he calls my friendup, asks 'Where's my money?' I'll get to it when I get to it,' myfriend says. Half hour later Benedict's in my friend's hotelroom, dangling him off his 10thfloor 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 grenadinein my Shirley Temple. BENEDICT And here I thought you weredrinking vodka. (turning attention toSaul) Mr. Zerga. SAUL Mr. Benedict. I recognize youfrom the TV. You know, nine casinos out of ten, owner comes up in the middle of the hand toask me what I want. I respectyour 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 yourhospitality. Can you sit in for ahand? BENEDICT I'd love to, Mr. Zerga, but thegaming board would feed me to mywhite tigers. SAUL That's a shame. You're the kingof Vegas and you have to playcraps in the alley. BENEDICT No shame at all. Reminds me of myyouth. 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 Saturdayevening. A black briefcase, standard size, the contents of which are very valuable to me. BENEDICT I'd be happy to put it in thehouse safe for you. SAUL The house safe is for brandy andgrandmother's pearls. I'm afraid I need something more secure. BENEDICT I can assure you, the house safeis utterly... (CONTINUED) 72. 108 CONTINUED: (2) 108 SAUL (his looks stopsBenedict) I can assure you, Mr. Benedict, your generosity in this matterwill not go overlooked. Now: what can you offer me besides thesafe? 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 stealthings from, they have insuranceto compensate them. They get madewhole again. I had to leave New York to get away from whathappened. How do I get my fiveyears back, Danny? DANNY You can't. But what you can do isnot 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 withsomeone 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 giveme 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 heisn't. She looks down at his ring, somewhat wistful. He sees her looking at it. TESS Do you remember what I said to youwhen we first met? DANNY You said: you better know whatyou're doing. TESS Do you? Now? Because -- truly - you should walk out the door ifyou don't. DANNY I know what I'm doing. BENEDICT What are you doing? Terry Benedict is hovering over them, fresh from hismeeting 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 therestaurant 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 theworld...' (beat) You've been in prison untilrecently, isn't that right? How does it feel to be out? DANNY About the same. Everything youwant 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'llbe seeing you again, Mr. Ocean. DANNY You never know. BENEDICT I know everything that happens inmy 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... I'm sorry - TESS BENEDICT (like lightning) Don't be. 110 OUTSIDE RESTAURANT 110 MOVING WITH Danny as he exits, his fingers snapping, hesaw the mist in Tess's eyes just now, he knows he's got afighting 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, thencontinues 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 anemerald shape. There's a KNOCK at the door... MAID (O.S.) House cleaning. BASHER (eyes never leavehis work) Just jumping into the shower, canyou 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, nowseconds 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 Trinitystands (for a few remaining moments) the edifice of theParadiso, Reuben Tishkoff's bankrupted hotel-casino. A crowd has gathered to witness its destruction: TerryBenedict, for one, his finger on the button and his facein the spotlight; Tess another, standing (near)by herman; Danny, too, hidden within the masses, eyes fixed onhis 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 allthe best with his future plans forthe property... Terry greets Reuben before the TV cameras and newspaperreporters, and everyone's smiling and shaking hands, butbehind 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 staringback 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 stepsup to a podium alongside MIKE TYSON and LENNOX LEWIS, andtogether they all put their hands on "the plunger" andBenedict leans into a microphone... BENEDICT I hope there's as much dynamite inthe 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 lightsand 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 "DoNot 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 (Basheris 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 thevault's center and march out again, closing the thickmetal 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 Yenwithin, folded neatly. (CONTINUED) 115 OCEAN'S 11 - Rev. 1/8/01 CONTINUED: 78. 115 He inhales deeply, then slowly unspools himself from thecash 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 themiddle of the room, far from everything. You have to get fromhere to the door without touchingthe floor. What do you do? A WIDER ANGLE reveals we're... 116 INT. WAREHOUSE - NIGHT 116 The Bellagio vault has been fully reproduced here, andwhat we've been watching has been a trial run. Ten of the eleven (Turk and Virgil in guard costumes, Basher isstill missing) watch from offstage, like a film crewwatching a dress rehearsal. FRANK Fin says he shorts it. LIVINGSTON Make it a sawbuck. From a dead squat, Yen leaps, hands first, from the cashcart to a ledge five yards away, and grips it safely withboth hands without touching the floor. From this position, he'll inch his way to a counter, then, to thedoor... 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 hespits out water and the story of his afternoon and ifnobody 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 themainline! 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 hardlyunderstands this either) Basher. What happened? 118 FLASHBACK - INT. VEGAS SEWERS - THAT AFTERNOON 118 A cabal of city engineers investigates subterranean fuseboxes, and Basher tails them, hiding near a waterfall ofeffluent. BASHER (V.O.) They did exactly what I planned todo. Only they did it by accident. Now they know their weakness. And they're fixing it. An ECHOING FOOTSTEP draws the attention of the cityengineers, and Basher retreats into the waterfall. 119 INT. TISHKOFF'S LIVING ROOM - NIGHT (PRESENT) 119 Basher towels off his hair... So... DANNY BASHER So unless we decide to do this jobin Reno, we're screwed. Danny rises and paces, frustrated. things to go awry now. He's come too far for (CONTINUED) OCEAN'S 11 - Rev. 10/24/00 80. 119 CONTINUED: 119 We could - RUSTY By tomorrow? DANNY Danny keeps pacing; Rusty hangs his head and thinks; Basher dries his hair. BASHER (an idea occursto 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 aglass vacuum tube the size of a small refrigerator. BASHER (V.O.) A pinch is the equivalent of acardiac arrest for any broad-bandelectrical circuitry. Or better yet: A pinch is a bomb... butwithout the bomb. Every time anuclear weapon detonates, itunleashes an electromagnetic pulsewhich shuts down any power sourcewithin its vicinity. That tends not to matter in most cases because the nuclear weapondestroys everything you might needpower for anyway. Now a pinchcreates a similar electromagneticpulse, but without the headache ofmass destruction and death. So instead of Hiroshima, you get theSeventeenth Century. A121 INT. TISHKOFF'S LIVING ROOM - NIGHT A121 For how long? RUSTY BASHER About ten seconds. (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 81. A121 CONTINUED: A121 DANNY Could a pinch take out the powerof an entire city? Like, I don't... BASHER Las Vegas? (beat) But there's only one pinch in theworld 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, Yenand Linus huddle in the back. Basher and Yen both prepare equipment for their raid: hooks and a rope forYen, 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 disappearinto the lab's interior. 124 INT. WHITE VAN 124 Linus twiddles his thumbs, tired of being seated at thekids' table. Meanwhile, up front, another Mensa meetinghas 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 Stop it. Make me. Stop it. Make me. TURK (O.S.) VIRGIL (O.S.) TURK (O.S.) VIRGIL (O.S.) They can be heard WRESTLING. Linus has had enough. sneaks out the van's back door without the Malloyshearing him. He 125 AT PERIMETER DOOR 125 Linus sulks along the laboratory's perimeter, finds thedoor Danny pick-locked, and disappears inside. A moment passes. A moment passes. And the next door opens, and Danny, Basher, and Yenappear, pinch in hand -- they've succeeded. They weave apath 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 byhis 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 chasingguards. As he ascends out of sight... Danny shifts his focus to DANNY'S POV The other side of the building, and two more guardsarriving 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 noLinus between them -- he's disappeared. TURK (O.S.) Where'd he go? BACK TO SCENE Danny and Basher slowly turn: Turk and Virgil crouchinches behind them, wanting to spectate as well. TURK (off Danny's look) What? (then, realizing theirgoof, to his brother, remonstratively) Would you -- shouldn't someone bebehind the wheel? CRASH! 127 OMITTED 127 && 128 128 129 EXT. LABORATORY - NIGHT 129 A second-story WINDOW EXPLODES as a desk chair fliesthrough it, followed shortly by Linus who leaps onto asteel-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 thereversing van, and rolls along its roof and down itswindshield. (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 86. B131 CONTINUED: B131 THROUGH the windshield: Virgil jabs his thumb over hisshoulder: get in the back. DANNY (appearing fromthe rear doors) C'mon, c'mon... Linus scrambles back over the van, and Danny and Yen pullhim in. Virgil hits the gas for a quick getaway, but hedoes 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 hishand, and Danny stares down Linus, breathless. DANNY I say stay in the van, you stay inthe van, got it? 'Cause you losefocus for one second in this game, and someone gets hurt. LINUS (he's had justabout enough ofDanny'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-bumpersteel; planes in the air are stacked for five miles overthe desert; even Gila monsters below seem Vegas-bound. (CONTINUED) 132 OCEAN'S 11 - Rev. 1/8/01 CONTINUED: 87. 132 JIM LAMPLEY (V.O.) ... people are flooding in fromall over the country to see whathas been dubbed the 'Fight to EndAll Fights'... 133 EXT. LAS VEGAS - DAY 133 JIM LAMPLEY broadcasts live from a mobbed Strip. JIM LAMPLEY ... and even though it's stillfive 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 withBenedict 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'ssuite. As he scours the same images the watchersdownstairs do, he eavesdrops on their communicationsthrough his headset. WATCHER (V.O.) (over Livingston'sheadset) Cotton couldn't be taller. 137 IN MIRADOR SUITE BATHROOM 137 Lost in the luxury his role dictates, Saul floats in afull-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 whitevan arrives, dropping off only Linus and Danny, who slapsthe van's roof before it pulls away. As Danny and Linus enter the lobby, Rusty falls into stepwith 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 MiradorSuite, 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 casinofloor, 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: SAUL (O.S.) (himself again) I'm out. RUSTY (back to Danny) You have any idea how thishappened? Before Danny can answer... LINUS I do. He's been chasingBenedict'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 Tessalone. TISHKOFF Who's Tess? DANNY My wife. RUSTY Ex-wife. SAUL (appearing in abathrobe) 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 difficultwords 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 allat risk. Danny and Rusty face off, furious with each other. DANNY This isn't your call. RUSTY You made it my call. When you puther ahead of us. You made it mine. DANNY This is my job. RUSTY Not anymore. Danny stares daggers at Rusty. But he can see: everyonein the room is on Rusty's side. Defeated, he stalks out of the room, onto a balcony, but not without staring downLinus. 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 acrimonyhe felt before, he never meant to kick Danny off the job. He nods, half-cocksure/half-scared-pissless: he's up forit. 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 staggersabout, like witnesses after an execution. Rusty stepsout onto the balcony, perhaps to console Danny, but (asLinus watches them from inside) their words cannot beheard. (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 ownglance in a dressing mirror, then spots Benedict in itsreflection, 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 frontof his television. Surely he must have H.B.O. Hanging up, Benedict approaches her, puts his hands onher 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 LasVegas. 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 ifyou 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 nearTess, take it to the next level. Bruiser? MANAGER Benedict nods, goes on his way. 148 AT CASINO ENTRANCE 148 Saul, as Lyman Zerga, stands ramrod straight, lookingthrough sliding glass doors out at the valet station. From behind, Terry Benedict approaches, two securityguards walking half a pace behind him. Saul spots him inthe glass's reflection; he does not turn. Mr. Benedict. SAUL BENEDICT Mr. Zerga. It's a very busy nightfor me. Are we on schedule? SAUL I have no reason to suspectotherwise. My couriers should behere momentarily. A beat as Benedict studies Saul. BENEDICT It's a nice evening. Shall we wait outside? 149 OCEAN'S 11 - Rev. 10/24/00 POV THROUGH BINOCULARS - ON BELLAGIO VALET AREA 94. 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 racesup to the curb where Saul and Benedict wait. Turk Malloy gets out the passenger's side, a briefcasehandcuffed to his wrist, as Virgil comes around from thedriver's side, both of them dressed in their bodyguardsuits. TURK Mr. Zerga. A gift from Mr. Hesse. Turk extends the briefcase to Saul, so that they bothclasp the handle, as Virgil produces a key, unlocks thecuff on Turk's wrist, transfers it to Saul's, clamps itshut, and hands Saul the key. SAUL Thank you, Friedrich, Gunther. He turns, nods to Benedict, and they retreat into thehotel, the security guards and Malloys flanking them. 151 INT. BELLAGIO CASINO 151 Frank deals blackjack to a full table. His eyes gazepast his players to Saul, the guards and Benedict passingby. FRANK (as he busts) Lookin' like a bad night for thehouse. MOVING WITH Benedict as he spies out of the corner of hiseye 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 myprivate security personnelinside the casino cages. I hopeyou 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, anold RACETRACK DENIZEN happens past this cabal and, worseyet, happens to recognize Saul. Saul? RACETRACK DENIZEN 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 upthe Denizen by his elbows and haul him away. SAUL Mr. Benedict... (gesturing to the cage; re: his briefcase-cuff) Please: I have never enjoyed thetouch of steel to my skin. They proceed. 152 AT SLOTS 152 Danny sits in a row of octogenarians, all vacantlydropping $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 -- afar cry from the threadbare thief in Chicago. Rustycircles him, inspecting. RUSTY Where you gonna put your hands? Linus clasps them. No... RUSTY 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 aquestion, you have to think of theanswer, where you gonna look? Linus looks down. RUSTY Death. You look down, they knowyou'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 commandmentsto remember and fifteen minutes to remember them in. 153 EXT. ALLEY - DUSK 153 Turk and Virgil's white van whips around a corner andshoots inside... 154 INT. WAREHOUSE - SECOND VAN POV 154 Of which, importantly, we never see the exterior, just anair 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 anddismantled mockup of the Bellagio vault) and faster thana NASCAR pit crew Basher, Turk and Virgil load the pinchinto the white van's rear and before you can say"electromagnetic pulse" the VAN SCREECHES back out of thewarehouse 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 placeshis briefcase on it, adjusts its numbered combinationlocks, 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 Benedictpats down the case's interior. Saul replaces the tray. BENEDICT Alright, Mr. Zerga. I acknowledgethat the case does not contain anydangerous or illicit material. I further agree to take custody ofyour case for a twenty-four hourperiod to store in our securedvault. While I cannot permit youto accompany the case to thevault... 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, mycasino manager. If you will allow, he will arrange for your briefcaseto 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-toside, OVER hands flexing and stretching, UP TO LinusCaldwell. He keeps an eye on the cage door, waiting forBenedict 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 abouthimself) 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 Turkand Virgil in costume with their room service cart. TURK Who ordered the penne? Livingston raises a hand, and as Turk serves him hisplate, 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 twowatchers 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 hisassistant 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 enoughalready -- but... BENEDICT Of course. Anything for the N.G.C. 162 AT KENO BAR 162 Danny watches Benedict escort Linus toward the blackjacktables, 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 notthem 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 compartmentwith a slim oxygen tank for company. Meanwhile, Rustydrills 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 orsomething? No one responds. RUSTY (turning his attentionto Yen, squeezed intothe 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 toshow Rusty what he can do with a magazine. RUSTY Okay. I'm counting down. Thirtyminutes of breathing time starts... now. On "now" a RUNNING CLOCK APPEARS ON-SCREEN, descendingfrom 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 thetablecloth, Turk snatches back Livingston's penne on theway 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 thismorning, Mr. Benedict. Apparentlyhe 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 hisportfolio. 165 INT. MIRADOR SUITE - ON LIVINGSTON'S MONITOR - NIGHT 165 An overhead view of Benedict as he pulls out thecombination 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 gottagrab 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 hepass?) Not since he died last year. He passes. The Pit Boss returns with Frank in tow. BENEDICT Mr. Escalante. Would you comewith 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 anelevator... ... its doors open, revealing Turk and Virgil, dressednow as security guards, pushing out the false-lid cash cart. They leave behind a pile of dishes, waiteruniforms, 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, oneither side of him two gorgeous young women, all blondehair and breasts and legs, women who wouldn't give Hefnerthe time of day. MAITRE D' Good evening, Mr. Tishkoff. TISHKOFF Good evening, Marcel. My niecesand I would like a table. Something quiet before the fight. MAITRE D' I can put you at 19 in just acouple 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. Rightthis way... Reuben can't help but stare as Tess passes by. His eyeslinger a little too long and a little too low... VOICE (O.S.) Hey... Reuben pivots; it's Danny, and he strolls past Reuben andhis 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 yourmouth. TISHKOFF (shocked to see Danny; thinks he's off the job, but covering) Yeah, pal, well only if you takeyour thumb out of your... ... Reuben gets brushed from behind by the two Plainclothes Goons following Danny. TISHKOFF (outraged) Hey: you have any idea who Ithink I am? 168 AT TESS'S USUAL TABLE 168 Just as she's sitting, Danny approaches. She goesstraight at him, apoplectic. TESS Danny: No. DANNY I'll just be a moment. TESS I'm having you thrown out ofhere. She starts past him; he grabs her arm to keep her, andshe wheels on him. TESS You're up to something, Danny. What? And don't say you came herefor 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; shestudies 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 alrightwith her -- she, sad-eyed, does not recoil -- and thengently 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 menare much too big totangle with) I thought he might. The Plainclothes Goons escort Danny away, right pastReuben 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 beltwhen 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 pullsout a Xeroxed mug shot and bio of him. LINUS You are Frank Catton? Formerly ofthe Tropicana, the Desert Inn andthe New York State penitentiarysystem? (MORE) (CONTINUED) 106. 170 CONTINUED: 170 LINUS (CONT'D) (as Frank remains quiet) Your silence suggests you don'trefute that. (to Benedict) Mr. Benedict, I'm afraid you'vebeen employing an ex-convict. As you know, the N.G.C. strictlyforbids... FRANK (under his breath) Goddamn cracker... LINUS (a pause; he can'tbelieve he justheard that) Pardon me. FRANK (leering at Linus, simmering) You heard me. Just 'cause a black man tries to earn a decent wage inthis state... LINUS That has nothing to do with... FRANK (over him, ranting) ... some cracker cowboy like you'sgotta kick him out on the street. Want me to jump down, turn around, pick a bale of cotton, won't letme deal cards, might as well callit whitejack. LINUS (a beat, then) I resent your implication thatrace has anything to do with this. (to Benedict) Now, as I was saying, the NevadaGaming Commission strictly forbidsthe 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 andwithdraws 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. Virgiland Turk move up with their cash cart, and when Virgilreaches 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 thesentries) Take this cart inside. The sentry nods, swipes his keycard, and enters with thecash cart. Turk and Virgil hesitate a moment to watch itenter, 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 cagecorridor. On another: Saul's briefcase is escorted byanother guard to the vault elevator. On another: Dannyis escorted inside the cage by the Plainclothes Goons. WALSH There it is now. SAUL (beginning to sweatthis a bit, nerves overtaking him) Wonderful. ON MONITORS The yen-filled cash cart joins Saul's briefcase on theelevator. 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 ofJane 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'stop 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 officewith 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 runninglate. BENEDICT Mr. Wills, if you don't mind... (as Linus forgetsto 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'sbehind schedule -- he hates being behind schedule -- butleaving even a member of the Gaming Commission alone inhis cage is a security risk. One glace at the camerasall 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 absolutesilence, 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 theirbluff. 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 DannyOcean. 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 thesight. DANNY I guess Mr. Benedict didn't likeme talking to his girl. The Goons shake their heads. Danny smiles at theBruiser, and the Bruiser snarls back, showing off those gums. He rolls up his shirtsleeves, itching to tear ahole 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 flashesout and knocks him down. Danny rises, wiping a littleblood 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 GROANSfrom inside as... 180 INT. INTERROGATION ROOM 180 ... Danny climbs onto Bruiser's shoulders and pushesthrough the ceiling rafters, groaning every time Bruiserslaps 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 ina station next to its twin, then -- as an afterthought - plants Saul's briefcase right on top if it -- clunk -- anunforeseen 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 dryhe can't swallow, and he keeps patting down his pocketsfor 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 Who's that? FAT ... and Saul can't handle the suspense: He grips his armand groans and this is no ulcer problem, this is a full- fledgedcardiac, and Walsh, Fat, and Slim all attend to him, their backs turned as... 185 INT. CAGE/HALLWAY - 03:42 ... Linus hurries to the elevator, punching Benedict'scombination into a keypad. The elevator doors open forhim. 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, asecurity monitor flips from a shot of Linus entering theelevator 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 wasgonna 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 theroof 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 rappellingline wrapped around his torso. Linus does the same. LINUS How'd you get here? DANNY Crawlspace. And I had to giveaway 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 offthe job. As Linus watches from inside, deaf to their conversation, blind to their expressions, Danny andRusty confer. DANNY You think the kid bought it? RUSTY Hell, I think Reuben bought it, and he knew we were screwingaround. (beat) You sure about this? DANNY (nods) Bobby Caldwell threw me into thepool 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 allthis? Why not just tell me? DANNY Well, where's the fun in that? (starting towardelevator shaft ladder) C'mon: Yen's got about threeminutes 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 fromfalling. 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 theYen-filled cash cart and Saul's briefcase inside. Rusty stops, listens to Saul's chest, then drops hishead... 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 admonisheshim: 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 anchorsto 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 hima 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 theabyss 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 ontheir gurney. RUSTY (into his mike) Livingston, we're set. 194 INT. MIRADOR SUITE - 00:21 194 LIVINGSTON (hearing this, intohis mike) Basher, we're set. 195 EXT. BELLAGIO PARKING LOT - TOP LEVEL - 00:17 195 BASHER (fixing the pinch atophis 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 hisvan's engine. 196 INT. MGM GRAND GARDEN ARENA - 00:10 196 The opening BELL RINGS -- round one. The fighters breakfrom 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 tolet 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, thenstillness. He picks a point on the horizon, like BabeRuth, and suddenly... BASHER ... One... OCEAN'S 11 - Rev. 10/24/00 199 HIGH ABOVE LAS VEGAS whole blocks of lights disappear. by-one. FLAMINGO Every pink light vanishes. BELLAGIO The fountain goes flaccid. 118. Casinos vanishing one- BASHER (V.O.) ... two, three... NEW YORK, NEW YORK The roller coaster stops dead; its passengers keep theirarms raised, not sure what to do. 200 MGM GRAND GARDEN ARENA 200 Both fighters move in simultaneously, sweat flying, bothreach back, both going for the lights-out power cut tothe 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 upfast to meet them, a flat slab of gray concrete -- fiftyfeet, 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 theMirage, then the MGM, gradually approaching... 205 INT. ELEVATOR SHAFT - BOTTOM 205 Coming to a rest about ten feet from the floor, Dannyquickly pulls a slim blade and slashes the two coilsstraight across. He and Linus go tumbling to the flooras their drop lines recoil lightning fast to theirelevator 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, surveyinghis empire: he smells a rat. His eyes fall on Reubenbehind him, but Reuben just shrugs: "I didn't pull theplug." 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 hisachievement 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'trecover 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 upwardslightly. It's Yen trying to get out, out of air andonly now alert to Saul's heavy case resting atop him. 210 INT. MIRADOR SUITE - NIGHT 210 Livingston watches this on his monitors, just comingback on, his finger poised on a play button, as Frankcomes 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 totallydifferent 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 theedge 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 monitorB, but every watcher in the place is watching a tablebecause... 212 INT. BELLAGIO CASINO - NIGHT 212 ... the floor is going nuts. After the ten seconds of darkness, all bets are off. Some players doubled-downduring the blackout, others miraculously halved theirbets. Consequently, Livingston's video feed switch goesunnoticed. 213 OMITTED 213 214 OCEAN'S 11 - Rev. 1/8/01 122. 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 vaultdoor and wondering what the hell just happened to thelights. A215 INT. VAULT A215 Yen continues to push up on the cash cart lid, and themore he pushes, the more Saul's briefcase slides off. Yen stretches his hand out to grab it, but it's slidbeyond his reach, to the edge of falling. B215 INT. CORRIDOR/OUTSIDE VAULT The Uzi-Carrying Guards turn their backs to the elevatorshaft... B215 ... and Linus and Danny appear in the doorway; they bothsnap 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 thecorridor to find... All three Uzi-carrying guards lie unconscious on theground. Linus starts in, Danny holds him back... DANNY Not yet. (a beat; anotherbeat; then) Okay. 216 INT. VAULT CORRIDOR 216 Danny and Linus enter, waving the faint remnants of thegas 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 terminatethis heist here and now. Yen's hand stretches farther out to grab it, pushing up just a little more on the false liduntil... ... the briefcase tumbles toward the floor... ... but not before Yen snags the handcuff chain attached toit and swings it round. He's got it. That threat over, he throws open the cash cart lid and takes the biggest breathof his life. B217 INT. VAULT CORRIDOR B217 Linus punches in the code for the door to the vaultanteroom (the one he stole from Benedict). He steps backas 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 briefcaseopened beside him (he has removed half of Lyman's"emeralds"). He hears the muffled Danny's slaps and heknows: it's time for his leap. It's the same distance as the leap he made in the practice session, but thistime 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 slippingright away, and in a second he'll hit the sensoredfloor... ... but, in a flash, he spins and splits his legs, propping himself up between two walls, inches above thefloor. 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 dooragain. 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 monitorLinus punching in the combination he stole from Benedictas Danny unravels a thin electrical wire connected to adetonator. 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 vaultdoor like a plastic explosive... which, of course, it is. He affixes a detonator receiver (the size of a golf ballpencil) to it, then slaps the door twice: all set. A224 OUTSIDE VAULT A224 Danny responds with two slaps of his own. He stepsback, 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 yankedback. 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 athis bandage, which brings his face within inches of aplastic 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. G224 OCEAN'S 11 - Rev. 1/8/01 OUTSIDE VAULT 124A. 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 -- one -- DANNY He presses his detonator. Nothing. J224 INT. VAULT J224 Yen, still on the door, remains frozen. A beat. Trembling. Then, he starts to creep back, leaping onto a moneyshelf, then another, as far from the explosives as he can get. K224 OUTSIDE VAULT K224 Danny presses it again. What's wrong? I don't know. Still nothing. LINUS DANNY 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 indisbelief... 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. AA's in their flashlights. LINUS You know, you lose focus for onesecond in this game -- DANNY -- and someone gets hurt, yeah He finds 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 theline 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 opensit... Yen pops up from within, his hair on end, looking like hejust 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 firstwave of bills gets tossed onto the vault floor. Smiles all around. SAUL Ever been in love? FRANK (considers it fora 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 thefight arena. He dials his cell phone, listens... 229 INT. MGM GRAND GARDEN ARENA 229 MOVING WITH Benedict and Tess, pushing their way outthrough the crowd. A PHONE is RINGING nearby... againand 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 andopens 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 Benedictor 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 keepsthe cell phone pressed to his ear. BENEDICT What the hell is going on downthere in the vault? Nothing, sir. FAT All normal. Show me. BENEDICT Fat points to the security-cam view of the vault corridorand vault -- Livingston's tape. All quiet. FAT BENEDICT (on phone, venomously) I'm afraid you're mistaken. 231 INT. MIRADOR SUITE - NIGHT 231 Frank, Basher and Saul watch over Livingston's shoulderas this phone conversation is broadcast over a smallspeaker. RUSTY (V.O.) You're watching your monitor? Okay, keep watching. Livingston punches in numbers... 232 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY - ON FAT'S MONITOR 232 New images suddenly appear. Three masked men in the vault throw stacks of money onto the floor; the three UziGuards 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 anyonepassing would suspect he was doing more than ordering apizza. 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, thenbarks at Walsh) Find out how much money we havedown there. Tess, amid all this chaos, is still curious: how did that cell phone get into her handbag? And suddenly ithits her... A235 FLASHBACK - INT. RESTAURANT - EARLIER THAT EVENING A235 DANNY Good-bye. Danny starts for her cheek, stops to see if it's alrightwith her -- she, sad-eyed, does not recoil -- and thengently 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 allowyou to parade bags full of mymoney 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. us. You're gonna carry it out for BENEDICT (has to laugh) And why would I do that? RUSTY Take a closer look at yourmonitor... OCEAN'S 11 - Rev. 10/24/00 128A. 236 INT. SECURITY CENTER 236 Benedict does. As the three masked men stuff money intolarge canvas bags and mark the bags with X's, anotherportion of cash remains untouched, booby-trapped. RUSTY (V.O.) As your manager's probablyreporting to you by now, you havea little over a hundred sixtymillion in your vault tonight. And, as if Rusty was in the room watching, Walshapproaches with the night's cash count: $163,156,759. RUSTY (V.O.) You may notice: we're onlypacking up about half that. The other half we're leaving in yourvault, booby-trapped, as ahostage. 237 INT. CASINO FLOOR 237 RUSTY You let our eighty million go, andyou get to keep your eighty. That's the deal. You try and stopus, 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 eightymillion dollars secretly tonightor you can lose a hundred sixtymillion 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 heknows what he wants to do -- stop these sonsabitches. makes his choice... He 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... Okay. BENEDICT (uncupping hisphone) 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 goupstairs, 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 sixbags in the vault elevator. Tess isn't sure what to do. As Rusty continues on thephone, 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 ontothe vault elevator. RUSTY (V.O.) If they meet anyone, we'll blowthe money in the bags and themoney in the vault. 243 INT. CAGE - OUTSIDE VAULT ELEVATOR 243 A small cadre of guards await the arrival of the vaultelevator. Its doors open to reveal the six large canvasbags, 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 upthe bags and carry them out intothe casino. Six guards do precisely that. 131. 244 INT. CASINO - NIGHT 244 MOVING WITH Rusty PAST slot machines... RUSTY If they take more than twentyseconds to reach the casino floor or if there's any indication aswitch has been made, we'll blow the money in the vault and themoney 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 thecasino floor... 246 INT. BELLAGIO CASINO - NIGHT 246 The six guards appear from the cage door, carrying sixcanvas bags marked with X's; Bellagio security escortsthem from the building. RUSTY (V.O.) ... a white unmarked van is goingto 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, thedriver's identity inscrutable. It is swarmed bysecurity, but they maintain a wide perimeter. RUSTY (V.O.) Your guards will load the bagsinto the van's rear. If anyone somuch as approaches the driver'sdoor, 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 theback seat of the van monitoring them. Still they cannotcatch 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. Good. Yes? BENEDICT Now I have one of my own. RUSTY (V.O.) BENEDICT (at last, his venomreleased) Run and hide. If you get pickedup next week buying a $100,000sports car in Newport Beach, I'llbe supremely disappointed. Because I want my people to find you. And rest assured: when theydo, they won't hand you over tothe 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 themasked 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, andmaybe we NOTICE (or maybe not) the Rolls-Royce tailingthem. 253 TESS 253 pacing in Benedict's suite, biting her nails, debatingwhether 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 thevault. 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, armedto the teeth, with body armor and helmets and visionguards: 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 secondinspection) Where's Zerga? (off Walsh's sheepishlook) 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 ultravioletsensors turned off by Walsh -- then moving intoposition... 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 onanother. 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 deepinto 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 SWATmembers 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, Goonsemerging, weapons drawn. HEAD GOON Get out of the van, now! Now! No response within the van. The Head Goon signals andthe others SHOOT the van's tires. 136. 263 INT. CIRCUITRY ROOM 263 Slim investigates the Eye in the Sky's wiring. Reachingdeep into a mesh, he finds a foreign object: Livingston's "spider." 264 INT. VAULT CORRIDOR 264 The vault elevator doors open and Terry Benedict makeshis way into his smoke-filled vault corridor. He passesthe Uzi Guards, awake now and stumbling to the elevatorwith SWAT members' assistance, then arrives before his decimated vault: Anything within -- people, money, LymanZerga'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 hearanymore; the SWATteam 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 hehas with him) Walsh: How are we with the van? 265 EXT. McCARREN AIRPORT - NIGHT 265 The stalemate with the van continues. from inside. Still no movement (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 forthe 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 maybewe do, too) an enormous antenna sprouting from the van'srear bumper. The van suddenly lurches. 266 SHORT DISTANCE AWAY - CLOSE ON REMOTE CONTROL 266 complete with a tiny video monitor (displaying the vandriver's POV) and a steering mechanism -- it's a near- replica of the one Virgil Malloy used in the monstertruck drag race against his brother. And Virgil's using it now, too, as he sits next to ReubenTishkoff 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 dislodgedfrom a bag: It's a promotional flier for a call girlservice. 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 isbad news) And they blew up the bags, sir. BENEDICT (dropping his walkietalkie 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 anengraved sign reading "Bellagio" has been smoke-stained. BENEDICT Walsh, cue up the tape of therobbery. 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 agobeside the present image of Benedict staring at the vaultwall. BENEDICT (V.O.) Does it say 'Bellagio' on thesouth 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 menrobbing us was a tape. WALSH (V.O.) What? BENEDICT Someone built a double of myvault, then made a tape of themrobbing it. When we saw them putting money in those bags, thatwasn'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 themoney? 273 INT. BELLAGIO CASINO - CLOSE ON SWAT DUFFEL BAG - NIGHT 273 carried through the Bellagio casino, held by the SWATLeader leading his men out (now eight in all), and atlast 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 bagwith 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'sbottom. 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, stackedneatly in a corridor, ready to be packed into the phonySWAT 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 inthe warehouse with an air freshener hanging from itsrearview 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 itscadre of new multi-millionaires far away from theBellagio Hotel and Casino. 282 INT. BELLAGIO VAULT 282 Benedict squats down to inspect a burnt scrap of paper onthe vault floor. It's a flier for a strip joint. BENEDICT (and it finally occursto him) Ocean... 283 INT. CAGE/HALLWAY - MOVING WITH BENEDICT 283 Heated, he approaches the interrogation room, where hisPlainclothes 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 asthe 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, headrolling, eyes puffed up. BENEDICT Wake him up. The Goons step in, slap Danny alert. At last, Dannyrecognizes 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 catchesBruiser'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 youyou 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 He grins. DANNY Well, that's very interesting... (beat) ... but I didn't have anything todo with it. Benedict sinks. BENEDICT (to his Goons) Escort Mr. Ocean to the exit. And contact the police. I would imagine Mr. Ocean is in violationof 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'tstop) Tess? TESS You of all people should know, Terry: in your hotel, there'salways someone watching. (CONTINUED) OCEAN'S 11 - Rev. 1/8/01 145. 291 CONTINUED: 291 She keeps going. Benedict, now down a hundred fiftymillion 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 andchange 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 andRusty march down the strip single-file, and when theycome to an intersection... ... Virgil and Reuben, also in suits, fall into stridefor a victory lap in front of the Bellagio fountains. Then, one-by-one, the group splinters off, strolling intodifferent hotels or grabbing cabs, until there are onlytwo 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-heldDanny away. She runs toward it. TESS Wait! They do. As Danny is handcuffed and prepared for loadingin 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 asit 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 DannyOcean in its frame again, ready for release. He looks forward -- no one's there to greet him, and theview 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, togetheragain. RUSTY Where do you want to go first? DANNY To a phone. Rusty had anticipated this. RUSTY I stopped and picked up yourpersonal effects, put them in theback seat. DANNY My what? Danny gets to the passenger door and looks in to see Tesssitting 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 STARTSthe CAR. DANNY We need to find Rusty a girl. RUSTY There's a women's prison just downthe 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 inhis. 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