Shortly after being released from prison, Danny Ocean (George Clooney) breaks parole and travels to Los Angeles to meet up with his former partner in crime and close friend Rusty Ryan (Brad Pitt) to propose a scheme he has in mind. The two head to Las Vegas to pitch the plan to wealthy friend and former casino owner Reuben Tishkoff (Elliott Gould). The plan consists of robbing the Bellagio, The Mirage, and the MGM Grand casinos. Tishkoff's familiarity with casino security makes him very reluctant to get involved, but when he begins to think of it as a good way to get back at his rival, Terry Benedict (Andy García), who owns the three casinos, Tishkoff agrees to finance the operation. Because the casinos are required by the Nevada Gaming Commission to have enough cash on hand to cover all their patrons' bets, the three predict that, on the upcoming night of a highly anticipated boxing match, the Bellagio vault will contain more than $150 million. Ocean and Ryan recruit eight former colleagues and criminal specialists, including Linus Caldwell (Matt Damon), a young and talented pick-pocket thief. Several of the team members carry out reconnaissance at the Bellagio to learn as much as possible about the security, the routines and behaviors of the casino staff, and the building itself. Others create a precise replica of the vault with which to practice maneuvering through its formidable security systems. During this planning phase, the team discovers that Ocean's ex-wife, Tess (Julia Roberts), is Benedict's girlfriend. Ryan urges Ocean to give up on the plan, believing Ocean incapable of sound judgement while Tess is involved, but Ocean refuses.
When the plan is put in motion, Ocean goes to the Bellagio in order to be seen by Benedict, who, as expected, has him locked in a storeroom to be beaten by a bouncer called Bruiser. Ocean, however, knows Bruiser, and he allows Ocean to leave through a ventilation shaft, to meet with his team in the vault. Linus Caldwell poses as a gaming commission agent, confronts Benedict on hiring Frank Catton as an ex-con, and in the process lifting the security code to the vault from Benedict. From there Caldwell and Catton staged a faux confrontation to allow Linus to slip away into the vault after the incident. Yen is smuggled into the vault by the Malloy brothers, to assist in triggering the explosive from the inside. Saul Bloom sneaks explosive into the casino vault by posing as an international arms dealer needing especially secure safekeeping for his valuables, and then stages a heart attack that was treated by Ryan posing as a doctor.
The team activates a stolen pinch device to temporarily disrupt the casino's electrical power, allowing them to breach the vault undetected. As Benedict attempts to restore order following the power outage, Ryan anonymously calls him on a cell phone that Ocean had earlier planted in Tess's coat. Ryan tells him that the vaults are being raided, and that all the money will be destroyed if Benedict does not cooperate in loading half the money into a van waiting outside. Benedict observes video footage of the vault that confirms Ryan's claims, and complies in moving the money, but orders his men to follow the van after it departs, and calls a S.W.A.T. team to secure the vault. The S.W.A.T. team's arrival results in a shootout which causes the incineration of the half of the money left in the vault. After assuring Benedict that the casino is secure, the officers depart.
Terry realizes that the vault video feed was faked when he notices that the floors shown in the video lacked Bellagio logos, which had only very recently been added to the floors in the vault. The men following the van discover that it is being driven remotely, and that, instead of money, it contains duffel bags full of flyers advertising prostitutes. A flashback reveals that Ocean had used the vault replica to create the fake video Benedict had seen; the rest of the team posed as S.W.A.T. officers, and took all of the money in the vault when responding to Benedict's call for police assistance. Benedict then returns to the room where he left Ocean and finds him still there, leaving him with no way to connect Ocean to the theft. Ocean offers to assist Benedict in finding the money on the condition that he give up Tess, to which Benedict agrees. It is then revealed that his team had routed live footage of this conversation to Tess's suite. Angry at being used by Benedict, she leaves him and returns to Ocean. Benedict tips off the police, who arrest Ocean for violating parole, and Ocean spends some months in prison. When he is released, he is met by Ryan and Tess, and the three drive off, closely followed by Benedict's bodyguards.

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