"OCEAN'S ELEVEN" (2001)

OCEAN'S 11

screenplay by

Ted Griffin

based on a screenplay by

Harry Brown and Charles Lederer

and

a story by

George Clayton Johnson & Jack Golden Russell

LATE PRODUCTION DRAFT

Rev. 05/31/01 (Buff)

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

FADE IN:

1 EMPTY ROOM WITH SINGLE CHAIR 1

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

VOICE (O.S.) Good morning.

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

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

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

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

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

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

Glances dart between the Board Members.

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

Danny considers.

GUARD #2 Ocean, Daniel.

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

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

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

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

GUARD #1 What's it say?

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

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

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

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

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

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

A6 EXT. ATLANTIC CITY BOARDWALK - DUSK A6

Any empty wintery boardwalk.

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

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

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

ON DANNY'S WALLET

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

7 AT BLACKJACK TABLE 7

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

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

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

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

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

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

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

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

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

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

Frank signals a passing waitress; she ignores him.

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

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

Frank turns his eyes to heaven...

MOVING WITH Danny and Frank.

Frank smiles. Danny has his answer.

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

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

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

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

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

Rusty turns to the voice and --

ANOTHER ANGLE

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

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

A11 CONTINUED: A11

Rusty looks at him: are you stoned?

By this time, they should have entered --

A12 INT. HOLLYWOOD CLUB (DEEP) - NIGHT A12

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

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

A12 CONTINUED: A12

They pass on, and into --

A13 INT. BACK ROOM - NIGHT A13

Small but stylish. Rusty enters, Topher in tow.

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

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

AT TABLE - LATER

The group lesson has begun.

Rusty leans into Topher's ear, whispering:

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

A13 CONTINUED: A13

SAME SCENE - LATER

To another player:

SAME SCENE - LATER

To another player:

SAME SCENE - LATER

To another:

SAME SCENE - LATER

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

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

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

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

A13 CONTINUED: (2) A13

A14 INT. HOLLYWOOD CLUB (DEEP) - NIGHT A14

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

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

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

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

Rusty returns.

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

A15 CONTINUED: A15

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

AT TABLE - MOMENTS LATER

Rusty deals the next hand.

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

A15 CONTINUED: (2) A15

A beat, then:

Looks are exchanged. Everyone digests that.

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

A15 CONTINUED: (3) A15

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

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

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

BARRY TOPHER

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

Rusty nods, and Seth pushes in his chips.

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

A15 CONTINUED: (4) A15

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

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

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

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

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.

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

A15 CONTINUED: (5) A15

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

A16 EXT. HOLLYWOOD CLUB (DEEP) - NIGHT A16

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

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

Rusty agrees.

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

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

They're sitting in a booth over coffee.

Danny stares at him: next subject, please.

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

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

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

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

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

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

Rusty's brow furrows just a little.

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

20 AT 40TH FLOOR ELEVATOR BAY 20

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

21 BACK WITH DANNY AND RUSTY 21

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

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

22 MOVING WITH SECURITY GUARD 22

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

23 BACK WITH DANNY AND RUSTY 23

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

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

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

24 AT 40TH FLOOR ELEVATOR BAY 24

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

Rusty stares at him: enough bullshitting around.

A beat. Rusty smiles.

They step aboard the elevator. As the door closes:

Danny and Rusty look at each other.

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.

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

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

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

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

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

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

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

Both Danny and Rusty look chastened.

They both rise to go.

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

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

Tishkoff waves them back, sipping on his umbrellaed cocktail.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FBI MAN #1 What?

FBI MAN #2 Hey, Radio Shack: relax.

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

And they both start running.

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

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

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

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

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

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

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

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

Rusty stops, stares at Danny, sighs.

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

45 THROUGH TRACK LOBBY 45

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

46 IN INFIELD 46

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

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

A waiter serves coffee to Rusty and Saul.

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

They watch the race.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The hurly-burly of rush hour in Union Station.

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

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

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

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

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

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.

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

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

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.

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

And our MAIN THEME KICKS IN as we...

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

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

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

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

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

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

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

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

Linus trades nods around the room.

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

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

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.

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

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

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

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

Everyone takes a breath, awed.

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

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

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

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

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

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

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

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

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

Everyone seems suitably impressed by their share.

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

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

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

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

BETTER VIEW

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

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

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

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

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

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

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

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

SCHEMATICS OF BELLAGIO - NIGHT

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

WIDER

Danny shakes his head: no such luck.

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

DANCE MUSIC overwhelms the SOUNDTRACK...

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

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

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

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

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

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

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

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

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

And with the Sentry out of position...

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

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

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

MONITOR NEXT TO BALLOON-CLOUDED ONE

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

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

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...

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

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

One last click into place...

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

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

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

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

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

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

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

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

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

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

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

Danny and Rusty simultaneously lean forward.

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

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

And he's out.

Danny and Rusty exhale.

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

As Linus hauls in materials, Danny takes him aside.

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

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

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

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

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

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

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

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

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

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

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

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

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

Danny passes him an envelope full of $100 bills.

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

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

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

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

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

A93 INT. OUTSIDE RESTAURANT'S ENTRANCE - DAY A93

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

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

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

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

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

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

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

Rusty and Linus watch the entrance: No one enters.

Around the corner comes Benedict, carrying his black portfolio.

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

Rusty looks up as...

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

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

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

Construction continues into the wee hours.

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

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

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

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

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

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

Danny and Rusty adjourn from the warehouse.

A beat.

A beat.

A beat.

The two men stand quietly for a moment.

CLOSE ON PICASSO'S WOMAN WITH GUITAR

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

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

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

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

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

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

Tess angles Benedict toward the painting.

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

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

Flash!

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

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

She is, but she buries it.

She nods, smiles faintly.

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

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.

But he kisses her anyway.

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

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

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

thru thru

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

HIGH ROLLER #1 Weak stomach, Mr. Zerga?

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

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

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

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

Danny smiles. Tess stares daggers.

TESS DANNY

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

A beat.

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

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

She sighs, exasperated.

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

A beat.

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

A light smile from Tess.

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

High Roller turns over a nine. Saul wins.

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

108 CONTINUED: (A1) 108

Benedict steps forward.

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

CORNER - MOMENT LATER

Benedict and Saul are huddled in a corner.

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

Danny exhales and leans back.

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

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

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

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

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

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

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

110 OUTSIDE RESTAURANT 110

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A WIDER ANGLE reveals we're...

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

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

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

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

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

Reuben leans into Livingston...

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

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

Basher towels off his hair...

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

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

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

Danny stops; Rusty looks up.

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

A121 INT. TISHKOFF'S LIVING ROOM - NIGHT A121

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

A121 CONTINUED: A121

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

B121 EXT. CAL TECH CAMPUS - NIGHT B121

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

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

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

Danny smiles and shakes his head.

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

The van door slams in his face.

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

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

SAME SCENE - LATER

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

SAME SCENE - LATER

After a spell of silence...

ON LINUS

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

125 AT PERIMETER DOOR 125

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

A moment passes.

A moment passes.

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

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

Turk floors it, and they're off.

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

Turk brakes, and they're not.

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

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

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

DANNY'S POV

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

Danny shifts his focus to -

DANNY'S POV

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

BACK TO SCENE

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

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

DANNY'S POV

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

BACK TO SCENE

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

CRASH!

& &

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

A131 INT. VAN A131

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

B131 EXT. VAN B131

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

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

B131 CONTINUED: B131

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

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

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

They continue staring daggers at one another as...

A132 EXT. VAN A132

The van pulls away into the night...

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

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

JIM LAMPLEY broadcasts live from a mobbed Strip.

Every table is in play, every seat filled.

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

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

137 IN MIRADOR SUITE BATHROOM 137

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

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.

Rusty keeps watch on the hotel's side entrance.

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

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

Riding up...

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

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

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.

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

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

Before Danny can answer...

Before Linus can answer...

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

Danny and Rusty face off, furious with each other.

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

Rusty turns to Linus.

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

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

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

& &

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

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

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

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

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

The time is 7:00.

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

147 ON BALCONY OVERLOOKING CASINO FLOOR 147

Benedict meets his casino Manager, according to schedule.

Benedict nods, goes on his way.

148 AT CASINO ENTRANCE 148

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

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

A beat as Benedict studies Saul.

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

Benedict and Saul emerge, guards positioned around them.

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

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

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

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

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

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

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

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

Saul turns to dismiss Virgil and Turk when...

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

Saul does his best to ignore the man. But even Benedict notices: this guy seems to know Lyman Zerga.

At last Saul turns to face this man, with shark's eyes.

An order: dispose of this man. Virgil and Turk pick up the Denizen by his elbows and haul him away.

They proceed.

152 AT SLOTS 152

Danny sits in a row of octogenarians, all vacantly dropping $1 coins and pulling levers. As he watches Saul and Benedict disappear into the cage...

OCEAN'S 11 - Rev. 10/24/00 96.

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...

... then slips away.

A153 INT. MIRADOR SUITE A153

Linus stands dressed in a sharp, conservative suit -- a far cry from the threadbare thief in Chicago. Rusty circles him, inspecting.

Linus clasps them.

Linus goes for his pockets.

Linus does.

Linus shifts his balance.

Linus looks down.

Linus looks up.

OCEAN'S 11 - Rev. 1/8/01 97.

A153 CONTINUED: A153

Linus is left utterly bewildered, a thousand commandments to remember and fifteen minutes to remember them in.

Turk and Virgil's white van whips around a corner and shoots inside...

Of which, importantly, we never see the exterior, just an air freshener hanging from the rearview mirror...

The white VAN SCREECHES to a halt inches from Basher who stands ready beside the pinch (and the now-gutted and dismantled mockup of the Bellagio vault) and faster than a NASCAR pit crew Basher, Turk and Virgil load the pinch into the white van's rear and before you can say "electromagnetic pulse" the VAN SCREECHES back out of the warehouse fully loaded.

The time is 7:16.

The room is empty save for a large table. Saul places his briefcase on it, adjusts its numbered combination locks, and opens it.

Inside the case: five rows of glittering emeralds.

OCEAN'S 11 - Rev. 10/24/00 98.

Saul stares at him: none of your fucking business.

Saul lifts the velvet tray out of the case, and Benedict pats down the case's interior. Saul replaces the tray.

There is a KNOCK at the door, and Walsh the casino manager enters. He speaks low in Benedict's ear.

Walsh nods, and Benedict turns back to Saul.

Saul and Benedict eyeball each other.

Saul unlocks the cuff from his wrist.

OCEAN'S 11 - Rev. 10/24/00 98A.

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.

RISING FROM a spotless pair of wingtips shifting side-to- side, OVER hands flexing and stretching, UP TO Linus Caldwell. He keeps an eye on the cage door, waiting for Benedict to appear, as he tries anything to shake out his nerves. Then, from a discreet earpiece he wears, comes:

Linus's smile disappears as he continues to bounce. There's a KNOCK at the door.

VOICE (O.S.) Room service.

Rusty checks through the peephole, then ushers in Turk and Virgil in costume with their room service cart.

Livingston raises a hand, and as Turk serves him his plate, Virgil whips off the cart's tablecloth: underneath it's the false-lid cash cart. Rusty turns to a corner.

In it, Yen finishes bandaging his busted hand and nods.

Fat and Slim sit before their monitors, feet kicked up, as behind them Walsh, Benedict, and Saul enter.

Walsh, finding Fat and Slim as they are, coughs; the two watchers leap immediately to their feet. Benedict checks his watch.

And Benedict takes his leave...

Linus nods, shakes out his hands some more...

OCEAN'S 11 - Rev. 10/24/00 100.

... and here comes Benedict, exiting the cage just as his assistant arrives with his portfolio. As he turns toward the restaurant...

Benedict sighs -- his evening's been sidetracked enough already -- but...

162 AT KENO BAR 162

Danny watches Benedict escort Linus toward the blackjack tables, unaware that TWO PLAINCLOTHES SECURITY GOONS watch him from across the bar, and when he turns in their direction, they look away, acting incognito, but it's not them he's turning toward...

... it's Tess, rounding a corner toward the restaurant. Danny jumps to his feet, throws a tip on the bar, and goes.

The time is 7:27.

Yen tucks himself into the cash cart's hidden compartment with a slim oxygen tank for company. Meanwhile, Rusty drills Virgil and Turk...

OCEAN'S 11 - Rev. 10/24/00 101.

No one responds.

From the tangle of limbs, a middle finger protrudes to show Rusty what he can do with a magazine.

On "now" a RUNNING CLOCK APPEARS ON-SCREEN, descending from 29:59. It will REMAIN there for the duration of the pre-pinch heist, jumping at times BETWEEN SCENES.

Rusty seals Yen inside the cash cart, then gives the top a tug: it's shut tight. As Virgil redresses it with the tablecloth, Turk snatches back Livingston's penne on the way to the door.

and counting. MOVING WITH Benedict and Linus into the Pit Boss's station.

Benedict and Linus wait, side-by-side. While Linus does his best to play it cool, Benedict dips into his portfolio.

An overhead view of Benedict as he pulls out the combination to the vault, reads it, then buries it in his jacket pocket.

Linus half-nods in response, and Benedict notices. Suspicious of the young man, he decides to test him.

He passes. The Pit Boss returns with Frank in tow.

OCEAN'S 11 - Rev. 10/24/00 103.

Linus and Benedict lead Frank away. As they pass an elevator...

... its doors open, revealing Turk and Virgil, dressed now as security guards, pushing out the false-lid cash cart. They leave behind a pile of dishes, waiter uniforms, a tablecloth.

and counting. A MAITRE D' scours his reservations list, then peers up to find Reuben Tishkoff approaching, on either side of him two gorgeous young women, all blonde hair and breasts and legs, women who wouldn't give Hefner the time of day.

The Maitre d' turns to his next customer: Tess. She, of course, merits a table instantly.

Reuben can't help but stare as Tess passes by. His eyes linger a little too long and a little too low...

VOICE (O.S.) Hey...

Reuben pivots; it's Danny, and he strolls past Reuben and his lady friends and into the restaurant...

OCEAN'S 11 - Rev. 10/24/00 104.

... Reuben gets brushed from behind by the two Plainclothes Goons following Danny.

168 AT TESS'S USUAL TABLE 168

Just as she's sitting, Danny approaches. She goes straight at him, apoplectic.

She starts past him; he grabs her arm to keep her, and she wheels on him.

OCEAN'S 11 - Rev. 10/24/00 105.

This surprises Tess, and, truth be told, saddens her; she studies him a moment, unsure of what to say.

Danny starts for her cheek, stops to see if it's alright with her -- she, sad-eyed, does not recoil -- and then gently kisses it...

Danny leaves her. Tess watches him go.

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.

The Plainclothes Goons escort Danny away, right past Reuben who frowns, concerned.

Frank stands at attention before Linus and Benedict. Linus, straddling a desk, takes a beeper off his belt when it pinches him. Benedict checks his watch: the fight's opening bell is growing closer and closer.

OCEAN'S 11 - Rev. 10/24/00 105A.

Frank bristles, tries not to let it show. Linus pulls out a Xeroxed mug shot and bio of him.

That does it: Frank attacks Linus, lunging at the man, and as Benedict steps in to separate the two...

OCEAN'S 11 - Rev. 3/30/01 107.

... Linus's hand dips into his tuxedo jacket and withdraws the vault combination.

Two guards stand sentry outside the cage door. Virgil and Turk move up with their cash cart, and when Virgil reaches for his keycard... it's gone.

The guards frown at him. A SECURITY OFFICER approaches.

The sentry nods, swipes his keycard, and enters with the cash cart. Turk and Virgil hesitate a moment to watch it enter, then hurry off.

OCEAN'S 11 - Rev. 1/8/01 108.

On a monitor: The sentry pushes the cart down a cage corridor. On another: Saul's briefcase is escorted by another guard to the vault elevator. On another: Danny is escorted inside the cage by the Plainclothes Goons.

ON MONITORS

The yen-filled cash cart joins Saul's briefcase on the elevator. PULL OUT to...

driving the white van, listening to a books-on-tape of Jane Eyre.

And he SCREECHES to a halt on the parking structure's top level. Vegas can be seen in every direction.

OCEAN'S 11 - Rev. 10/24/00 109.

and counting. Benedict exits the casino Manager's office with Linus and Frank. Benedict hails two GUARDS...

Benedict checks his watch again: he's really running late.

They start toward the exit. But halfway there...

Benedict hesitates: He's in an enormous hurry now, he's behind schedule -- he hates being behind schedule -- but leaving even a member of the Gaming Commission alone in his cage is a security risk. One glace at the cameras all about and he decides to risk it.

Linus smiles after him, withdrawing the page of combinations he lifted off the man.

OCEAN'S 11 - Rev. 10/24/00 110.

and counting. The Guards show Frank out. Frank tries to tip them...

... but they snarl at him before returning inside.Frank smiles and goes on his way, his job complete.

Danny sits opposite two Plainclothes Goons in absolute silence, waiting.

GOON #1 Just a few minutes more.

He scans the room.

The Goons say nothing. Danny checks his watch.

The Goons look at each other; Danny has called their bluff.

There's a KNOCK at the door, and the Goons smile: Danny's about to find out who. One Goon rises to usher in...

... the BRUISER, come to beat the shit out of Danny Ocean. The guy's at least six-six, three hundred pounds, but it's not his size that draws attention, it's his teeth...

OCEAN'S 11 - Rev. 10/24/00 111.

... or the lack thereof; the Bruiser doesn't hold a single incisor, molar or bicuspid in his mouth. Gum city. And there's something really terrifying about the sight.

The Goons shake their heads. Danny smiles at the Bruiser, and the Bruiser snarls back, showing off those gums. He rolls up his shirtsleeves, itching to tear a hole in this man. The Goons head for the door.

GOON #1 We're gonna step outside now. Leave you two alone to talk things over.

The Goons exit. Danny and the Bruiser face off. And as Danny opens his mouth to speak, Bruiser's fist flashes out and knocks him down. Danny rises, wiping a little blood from his lip.

179 OUTSIDE INTERROGATION ROOM 179

Standing guard outside, the Goons hear PUNCHES and GROANS from inside as...

... Danny climbs onto Bruiser's shoulders and pushes through the ceiling rafters, groaning every time Bruiser slaps his fist into his hand.

OCEAN'S 11 - Rev. 1/8/01 112.

A181 INT. VAULT A181

A guard wheels in the Yen-filled cash cart, parks it in a station next to its twin, then -- as an afterthought -- plants Saul's briefcase right on top if it -- clunk -- an unforeseen obstacle to Yen's escape.

B181 INT. MIRADOR SUITE B181

Saul witnesses this, too, and stifles a reaction.

On the monitor, the vault door closes, but Saul looks anything but satisfied. He's sweaty, his mouth's so dry he can't swallow, and he keeps patting down his pockets for his Rolaids, without finding them.

as he circumspectly approaches the vault-elevator door, checking up and down hallways for guards.

On a monitor, Linus comes into view...

... and Saul spots him, but so does Fat...

OCEAN'S 11 - Rev. 1/8/01 112A.

... and Saul can't handle the suspense: He grips his arm and groans and this is no ulcer problem, this is a full- fledged cardiac, and Walsh, Fat, and Slim all attend to him, their backs turned as...

... Linus hurries to the elevator, punching Benedict's combination into a keypad. The elevator doors open for him.

OCEAN'S 11 - Rev. 10/24/00 113.

Livingston punches a few keys...

As Saul and his heart attack hold the spotlight, a security monitor flips from a shot of Linus entering the elevator to a Livingston-fed videotape of an empty lift.

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.

He reaches down and pulls Linus, wide-eyed, up to the roof of the elevator.

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."

Rusty approaches the sentry on duty at the cage door.

OCEAN'S 11 - Rev. 10/24/00 114.

Danny rips off his jacket and shirt to expose a rappelling line wrapped around his torso. Linus does the same.

Danny just smiles at him.

A192 FLASHBACK - EXT. MIRADOR SUITE - BALCONY A192

Earlier that night, just after Rusty kicked Danny off the job. As Linus watches from inside, deaf to their conversation, blind to their expressions, Danny and Rusty confer.

B192 INT. ELEVATOR SHAFT - ABOVE ELEVATOR (PRESENT) B192

OCEAN'S 11 - Rev. 10/24/00 115.

B192 CONTINUED: B192

Danny leads Linus down and around the elevator and side- by-side they crawl onto the bottom of the elevator, gripping the undercarriage of the lift to keep from falling. Meanwhile, we DESCEND QUICKLY DOWN the shaft, just to illustrate how very high up they are.

Rusty, playing doctor, inspects Saul. At the same time, he inspects a monitor: the vault door closing with the Yen-filled cash cart and Saul's briefcase inside.

Rusty stops, listens to Saul's chest, then drops his head...

Walsh, Fat and Slim all bow their heads. At the door, two paramedics arrive with a stretcher.

The first paramedic turns to his partner and admonishes him:

As Danny and Linus work, affixing suction-cupped anchors to their rappelling lines...

OCEAN'S 11 - Rev. 10/24/00 116.

And they're ready, poised at the top, looking into the abyss of an elevator shaft scattered with infrared sensors.

A194 INT. CASINO FLOOR - OUTSIDE CAGES A194

Rusty leads the "paramedics" out, with "dead" Saul on their gurney.

OCEAN'S 11 - Rev. 10/24/00 117.

And Basher leaps down to hook up the pinch's wires to his van's engine.

The opening BELL RINGS -- round one. The fighters break from their corners, feinting, jabbing...

Sitting ringside: Benedict looks at Tess and smiles as she winces at the first sharp blow.

Peering down into blackness, Danny and Linus prepare to let go any moment...

Basher finishes preparations.

Basher flips the switch. BOOM! A quick TREMOR, then stillness. He picks a point on the horizon, like Babe Ruth, and suddenly...

OCEAN'S 11 - Rev. 10/24/00 118.

199 HIGH ABOVE LAS VEGAS 199

whole blocks of lights disappear. Casinos vanishing one- by-one.

FLAMINGO

Every pink light vanishes.

BELLAGIO

The fountain goes flaccid.

NEW YORK, NEW YORK

The roller coaster stops dead; its passengers keep their arms raised, not sure what to do.

200 MGM GRAND GARDEN ARENA 200

Both fighters move in simultaneously, sweat flying, both reach back, both going for the lights-out power cut to the jaw, when... lights out.

Blip -- out go the infrared sensors.

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.

OCEAN'S 11 - Rev. 10/24/00 119.

And now, looking STRAIGHT DOWN, the ground is rising up fast to meet them, a flat slab of gray concrete -- fifty feet, forty feet, thirty feet, twenty...

And SNAP -- the CORDS reach their full extension, and Danny and Linus bounce up, watching the floor recede.

In the distance, lights come up again, first at the Mirage, then the MGM, gradually approaching...

Coming to a rest about ten feet from the floor, Danny quickly pulls a slim blade and slashes the two coils straight across. He and Linus go tumbling to the floor as their drop lines recoil lightning fast to their elevator anchors, just before...

... the infrared lights go back on-line.

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.

Benedict makes a quick survey; the arena is apoplectic from the blackout-knockout.

OCEAN'S 11 - Rev. 1/8/01 120.

He cranes his neck, looking around the room, surveying his empire: he smells a rat. His eyes fall on Reuben behind him, but Reuben just shrugs: "I didn't pull the plug."

All the lights are back on, and Basher observes his achievement with great pride, his job complete.

Linus and Danny arise from where they've fallen, clutching their heads and rubbing bruises. Danny doesn't recover as quickly.

Lights are just flickering on here when...

... the false lid of the cash cart thrust upward slightly. It's Yen trying to get out, out of air and only now alert to Saul's heavy case resting atop him.

Livingston watches this on his monitors, just coming back on, his finger poised on a play button, as Frank comes in the door.

OCEAN'S 11 - Rev. 1/8/01 121.

Frank shrugs. Suddenly one of the monitors aligns itself, and Livingston presses play.

ON MONITOR A

Overhead security-cam view of the vault corridor:the three Uzi guards stand idly, on duty. And of the vault itself: Yen trying to get out of the cash cart.

ON MONITOR B

Overhead security-cam view of the vault corridor:the three Uzi guards stand idly, on duty... and in totally different positions. Of the vault: no cash cart, but no Zerga briefcase, no Yen.

LIVINGSTON

His eyes fixing on Saul's briefcase pushing closer to the edge of the cash cart as Yen tries to free himself.

The room is abuzz with activity. The monitors here flicker back on, too, displaying the images from monitor B, but every watcher in the place is watching a table because...

... the floor is going nuts. After the ten seconds of darkness, all bets are off. Some players doubled-down during the blackout, others miraculously halved their bets. Consequently, Livingston's video feed switch goes unnoticed.

OCEAN'S 11 - Rev. 1/8/01 122.

Danny and Linus pry open the elevator doors and squeeze out. Just beyond the next doorway stand...

... three UZI-CARRYING GUARDS, hovering outside the vault door and wondering what the hell just happened to the lights.

A215 INT. VAULT A215

Yen continues to push up on the cash cart lid, and the more he pushes, the more Saul's briefcase slides off. Yen stretches his hand out to grab it, but it's slid beyond his reach, to the edge of falling.

B215 INT. CORRIDOR/OUTSIDE VAULT B215

The Uzi-Carrying Guards turn their backs to the elevator shaft...

... and Linus and Danny appear in the doorway; they both snap gas pellets and slide them into the corridor.

UZI-CARRYING GUARD #1 (sniffing something) Jesus, Ron, was that you?

215 OUTSIDE VAULT CORRIDOR 215

Linus and Danny wait, Danny silently mouthing a three- count before... THUD, THUD, THUD. They peer around the corridor to find...

All three Uzi-carrying guards lie unconscious on the ground. Linus starts in, Danny holds him back...

Danny and Linus enter, waving the faint remnants of the gas from their noses, tiptoeing past the guards' bodies.

OCEAN'S 11 - Rev. 1/8/01 122A.

A217 INT. VAULT A217

Saul's briefcase inches closer to falling off the cash cart, which of course would trigger the floor sensor and terminate this heist here and now. Yen's hand stretches farther out to grab it, pushing up just a little more on the false lid until...

... the briefcase tumbles toward the floor...

... but not before Yen snags the handcuff chain attached to it and swings it round. He's got it. That threat over, he throws open the cash cart lid and takes the biggest breath of his life.

B217 INT. VAULT CORRIDOR B217

Linus punches in the code for the door to the vault anteroom (the one he stole from Benedict). He steps back as it slides open, revealing --

-- the vault door: it is sleek and immense and impregnable.

Danny takes a flat hand and slaps the door hard.

Yen now sits perched atop the cash cart, Saul's briefcase opened beside him (he has removed half of Lyman's "emeralds"). He hears the muffled Danny's slaps and he knows: it's time for his leap. It's the same distance as the leap he made in the practice session, but this time he's only got one good hand.

Frank and Livingston watch nervously.

OCEAN'S 11 - Rev. 1/8/01 123.

Yen prepares for his leap, then springs...

... across the room, to the ledge he must grab...

... and he grabs it, but with only one hand he's slipping right away, and in a second he'll hit the sensored floor...

... but, in a flash, he spins and splits his legs, propping himself up between two walls, inches above the floor. An acrobatic wonder.

Frank and Livingston exhale.

221 OUTSIDE VAULT 221

Danny, oblivious to this close call, slaps the door again. A moment passes, then: Yen responds with a slap, too.

As Basher enters, Livingston and Frank watch on a monitor Linus punching in the combination he stole from Benedict as Danny unravels a thin electrical wire connected to a detonator.

He punches up the image of Yen in the vault.

OCEAN'S 11 - Rev. 1/8/01 124.

Yen sets the last of Lyman's emeralds against the vault door like a plastic explosive... which, of course, it is. He affixes a detonator receiver (the size of a golf ball pencil) to it, then slaps the door twice: all set.

A224 OUTSIDE VAULT A224

Danny responds with two slaps of his own. He steps back, detonator in hand, its wires attached to the vault door.

B224 INT. VAULT B224

Yen starts his retreat from the door, but gets yanked back.

His hand's bandage is caught on the door.

C224 OUTSIDE VAULT C224

D224 INT. VAULT D224

Yen tries to free himself, but he can't use his other hand lest he drop to the floor. He tries gnawing at his bandage, which brings his face within inches of a plastic explosive.

E224 OUTSIDE VAULT E224

F224 INT. MIRADOR SUITE F224

Livingston et al. are alert to the danger.

OCEAN'S 11 - Rev. 1/8/01 124A.

G224 OUTSIDE VAULT G224

Linus hears nothing through his earpiece.

H224 INT. VAULT H224

Yen finally frees himself just as --

-- ZOOMING INTO a plastic explosive --

I-224 OUTSIDE VAULT I-224

He presses his detonator.

Nothing.

J224 INT. VAULT J224

Yen, still on the door, remains frozen. Trembling.

A beat.

Then, he starts to creep back, leaping onto a money shelf, then another, as far from the explosives as he can get.

K224 OUTSIDE VAULT K224

Danny presses it again. Still nothing.

Linus comes over to look.

Danny blanches. Linus shoots him a look.

OCEAN'S 11 - Rev. 1/8/01 124B.

Livingston, Frank, and Basher watch the monitors in disbelief...

Saul enters, alive and dressed as himself again. His job is complete.

As Danny checks his batteries (the types with built-in power meters: both at zero percent), Linus ransacks the Uzi-carrying Guards' gear for replacements. He finds AA's in their flashlights.

He takes the batteries, inserts them in his detonator, then slaps the door twice more.

A226 INT. VAULT A226

Yen catches his breath on the far end of the room.He hears the slap, rolls his eyes, and ducks out of the line of fire.

B226 OUTSIDE VAULT B226

Danny presses the detonator.

C226 INT. VAULT C226

The "EMERALDS" EXPLODE.

D226 OUTSIDE VAULT D226

Several MUTED but powerful BLASTS.

Linus inches forward, almost dreading this moment, pauses...

OCEAN'S 11 - Rev. 1/8/01 124C.

D226 CONTINUED: D226

Linus pulls... and the door opens.

Danny and Linus enter. Silence. The cash carts have crumpled, and the vault gratings, blackened, have held.

Linus goes to one of the racks and tentatively opens it...

Yen pops up from within, his hair on end, looking like he just dropped out of a cyclone.

Livingston, Frank, Saul, and Basher watch as the first wave of bills gets tossed onto the vault floor. Smiles all around.

Rusty steps forward as people stream past him out of the fight arena. He dials his cell phone, listens...

MOVING WITH Benedict and Tess, pushing their way out through the crowd. A PHONE is RINGING nearby... again and again...

They keep moving, but the RING pursues them. Finally, Benedict stops, pulls Tess's purse from her shoulder and opens it: inside, he finds a CELL PHONE, RINGING.

She takes the phone, activates it.

Tess looks up, confused.

Benedict takes the phone.

ON RUSTY

in the distance, at the arena's exit, unseen by Benedict or Tess, on the phone...

Benedict enters, and fear enters with him. And, of course, Tess. As the room buzzes with activity, he keeps the cell phone pressed to his ear.

Fat points to the security-cam view of the vault corridor and vault -- Livingston's tape.

Frank, Basher and Saul watch over Livingston's shoulder as this phone conversation is broadcast over a small speaker.

Livingston punches in numbers...

ON FAT'S MONITOR

New images suddenly appear. Three masked men in the vault throw stacks of money onto the floor; the three Uzi Guards lie bound and unconscious in the corridor.

The security center, understandably, erupts in activity.

OCEAN'S 11 - Rev. 10/24/00 127.

Rusty strolls so casually there's no reason anyone passing would suspect he was doing more than ordering a pizza.

Tess, amid all this chaos, is still curious: how did that cell phone get into her handbag? And suddenly it hits her...

A235 FLASHBACK - INT. RESTAURANT - EARLIER THAT EVENING A235

Danny starts for her cheek, stops to see if it's alright with her -- she, sad-eyed, does not recoil -- and then gently kisses it...

... as he slips the cell phone into her handbag, unnoticed.

Tess leaves.

INTERCUT WITH:

A distance beyond Rusty, Tess exits the cages. She stops, puzzling over what to do, happens to spot him.

OCEAN'S 11 - Rev. 10/24/00 128A.

Benedict does. As the three masked men stuff money into large canvas bags and mark the bags with X's, another portion of cash remains untouched, booby-trapped.

And, as if Rusty was in the room watching, Walsh approaches with the night's cash count: $163,156,759.

He spins and -- gasp -- comes face-to-face with Tess. She stares at him directly: she knows.

He cups the phone.

Benedict cups his phone, too, and vents his rage.He knows what he should do -- let the money go -- and he knows what he wants to do -- stop these sonsabitches.He makes his choice...

Walsh grabs a phone, punches numbers...

VOICE (V.O.) 911. Emergency response...

Livingston listens in on the call...

OCEAN'S 11 - Rev. 10/24/00 130.

Tess and Rusty hold a stare as Rusty holds the phone.

Tess isn't sure what to do. As Rusty continues on the phone, she backs off, debating: can she blow the whistle on her ex?

each sealed tight, each marked with an X, loaded onto the vault elevator.

A small cadre of guards await the arrival of the vault elevator. Its doors open to reveal the six large canvas bags, each sealed tight, marked with an X.

Six guards do precisely that.

MOVING WITH Rusty PAST slot machines...

A SLOT MACHINE RINGS behind him...

... and Benedict hears it.

The six guards appear from the cage door, carrying six canvas bags marked with X's; Bellagio security escorts them from the building.

The white VAN (now clean of the "Nevada Telecom" sign) IDLES before the Bellagio, its windows tinted, the driver's identity inscrutable. It is swarmed by security, but they maintain a wide perimeter.

OCEAN'S 11 - Rev. 10/24/00 132.

The guards carry out the money and load it into the van's rear. There, they find a video camera mounted within the back seat of the van monitoring them. Still they cannot catch a glimpse of the driver. They close the van doors.

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.

Walsh mouths to Benedict: "SWAT team is here." Benedict nods and throws him a thumbs-up.

And during the above rant by Benedict, we view...

OCEAN'S 11 - Rev. 10/24/00 133.

250 MIRADOR SUITE 250

now empty, Livingston's monitors still displaying the masked men in the vault.

251 WHITE VAN 251

navigating the streets of Las Vegas.

252 FIVE SEDANS 252

tailing the van, security goons piled into each, and maybe we NOTICE (or maybe not) the Rolls-Royce tailing them.

253 TESS 253

pacing in Benedict's suite, biting her nails, debating whether to blow the whistle on Danny. ON TV: a newscast of the contentious aftermath of the prize fight.

A254 UZI GUARDS, A254

bound and unarmed, unconscious to the activity within the vault.

254 RUSTY'S CELL PHONE 254

opened and unmanned.

A255 BENEDICT A255

listens -- the line has gone dead. He hangs up.

LONGER MONTAGE now, CUTTING BETWEEN:

255 SWAT TEAM 255

(six in all) hustling through the cage corridors, armed to the teeth, with body armor and helmets and vision guards: they're as faceless as storm troopers.

OCEAN'S 11 - Rev. 10/24/00 134.

256 WHITE VAN CONVOY 256

as it approaches McCarren Airport.

257 MONITORS OF THE VAULT 257

The three masked men pace beside the booby-trapped money.

A258 INT. SECURITY CENTER A258

Benedict shoots him a slow, sideways glance.

258 SWAT TEAM 258

rappelling down the elevator shaft -- its ultraviolet sensors turned off by Walsh -- then moving into position...

Fat mans the power switch.

Benedict scours the monitors: The masked men continue to pace on one screen. The SWAT team prepares to invade on another.

Fat flips the power switch.

OCEAN'S 11 - Rev. 10/24/00 135.

Livingston's monitors all go black.

The monitors here go black as well. Benedict listens closely to the SWAT frequency.

A brief SPURT of GUNFIRE, then... BARRROOOOOOM!

Dead silence in the Eye in the Sky. Slim stares deep into a monitor's dark pitch. Then...

Fat flips the power back on, and on the monitors...

... visions of destruction down below... smoke fills the vault as two SWAT members push through it... other SWAT members help evacuate the unconscious guards...

OCEAN'S 11 - Rev. 10/24/00 135A.

As the white van arrives at a charter airline's entrance, the five sedans converge upon it, TIRES SCREECHING, Goons emerging, weapons drawn.

No response within the van. The Head Goon signals and the others SHOOT the van's tires.

Slim investigates the Eye in the Sky's wiring. Reaching deep into a mesh, he finds a foreign object: Livingston's "spider."

The vault elevator doors open and Terry Benedict makes his way into his smoke-filled vault corridor. He passes the Uzi Guards, awake now and stumbling to the elevator with SWAT members' assistance, then arrives before his decimated vault: Anything within -- people, money, Lyman Zerga's emeralds -- could only have been destroyed.

OVER SWAT LEADER'S SHOULDER

as he approaches Benedict.

HOLD ON Benedict, seething, as the SWAT Leader steps away...

The stalemate with the van continues. Still no movement from inside.

OCEAN'S 11 - Rev. 10/24/00 137.

An EMPLOYEE from the charter airline sticks his head out of his office door.

Half-a-dozen firearms turn and point in his direction. The Employee disappears back inside his office.

The Head Goon cautiously approaches the van, reaches for the driver's door, and yanks it open...

Inside: There is no driver. Just a video camera mounted at eye-level. The Head Goon cranes back his head, befuddled, when he notices for the first time (and maybe we do, too) an enormous antenna sprouting from the van's rear bumper.

The van suddenly lurches.

complete with a tiny video monitor (displaying the van driver's POV) and a steering mechanism -- it's a near- replica of the one Virgil Malloy used in the monster truck drag race against his brother.

And Virgil's using it now, too, as he sits next to Reuben Tishkoff in one of Reuben's Rolls and watches the Goons scramble back from the flat-tired van.

Virgil brings the van to a stop, then readies a distinctive red button on his remote.

267 BACK WITH VAN 267

As the Head Goon reaches for the rear door, his hand inches away when...

... BARROOOOM! The door EXPLODES open!

Knocked on his ass, the Head Goon watches as the canvas "X" bags within burn to cinders. He does, however, happen to notice one burning shred of paper dislodged from a bag: It's a promotional flier for a call girl service.

OCEAN'S 11 - Rev. 10/24/00 138.

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.

Benedict stops cold. He stares up at a wall where an engraved sign reading "Bellagio" has been smoke-stained.

Walsh stands before several monitors as Slim cues up the "masked men robbing the vault" image of a few minutes ago beside the present image of Benedict staring at the vault wall.

In the masked-men image it does not, in fact, say "Bellagio" there.

Benedict exhales.

Walsh's jaw drops as he watches the tape again.

OCEAN'S 11 - Rev. 10/24/00 140.

Benedict is absolutely fucking furious.

carried through the Bellagio casino, held by the SWAT Leader leading his men out (now eight in all), and at last we PULL UP to see his face for the first time...

It's Rusty, in full regalia, leading Livingston, Turk, Saul, Frank, Basher, Yen and Linus out of the casino, each dressed as a SWAT member, each carrying a duffel bag with nearly $20 million dollars inside.

As we PASS each man, under the HUM OF the CASINO, we see:

takes the call from Walsh in the Mirador suite as Basher, Saul, and Frank dress behind him.

275 TURK 275

dressed as a SWAT member, hustles down a cage corridor.

276 SAUL 276

has trouble rappelling with the rest.

277 BASHER 277

takes position next to Rusty at the elevator shaft's bottom. They're on-camera, but just a few feet away and (off-camera) Danny sits smiling.

278 YEN 278

lights a short fuse leading into the vault...

OCEAN'S 11 - Rev. 4/16/01 141.

279 LINUS 279

feigns hysteria...

280 RUSTY 280

FIRES a SPURT of BLANKS.

BARRROOOOM! No one is hurt. Nor is the money, stacked neatly in a corridor, ready to be packed into the phony SWAT team bags, body armor, etc.

The SWAT team exits and boards the second vehicle Turk and Virgil have been working on all this time, the one in the warehouse with an air freshener hanging from its rearview mirror: it's a replica of a SWAT van.

Turk takes the wheel as the others jump in the back. Rusty flips open another cell phone...

Turk hits the gas and the VEHICLE PEELS away, carrying its cadre of new multi-millionaires far away from the Bellagio Hotel and Casino.

Benedict squats down to inspect a burnt scrap of paper on the vault floor. It's a flier for a strip joint.

Heated, he approaches the interrogation room, where his Plainclothes Goons keep watch.

OCEAN'S 11 - Rev. 4/16/01 141A.

283 CONTINUED: (A1) 283

PLAINCLOTHES GOON #1 Still inside, sir. With Bruiser.

OCEAN'S 11 - Rev. 10/24/00 142.

Benedict straightens his cuffs, cools himself, then:

Bruiser throws a mean left hook across Danny's face as the door swings open and Benedict steps in. Bruiser sees him and steps away, toweling off his bloodied knuckles.

Benedict studies Danny: the man is a bloody mess, head rolling, eyes puffed up.

The Goons step in, slap Danny alert. At last, Danny recognizes Benedict in the room.

Benedict keeps his cool.

Benedict scrutinizes Danny: Is he bluffing? He looks at Bruiser, then Danny again, and decides: no.

As the Goons scoop him up and drag him out, Danny catches Bruiser's eye for just a moment. And barely winks.

The PHONE RINGS. Tess plucks it up.

OCEAN'S 11 - Rev. 1/8/01 143.

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...

Where Benedict follows the Goons and Danny out, brooding: what's his next step? Walsh approaches.

Benedict looks up, suspicious.

The Goons stop, spin Danny around to face Benedict.

They hold each other's eye.

She's crestfallen.

OCEAN'S 11 - Rev. 1/8/01 144.

He grins. Benedict sinks.

The Goons haul Danny out. Tess has left, heartbeats ago: the room's door is just closing.

A290 INT. CAGE/HALLWAY A290

Benedict exits. Takes in his casino. It's been a bad night: he's down a hundred fifty million. He starts for...

As he arrives, the elevator doors open and Tess steps out. She breezes right past him.

OCEAN'S 11 - Rev. 1/8/01 145.

She keeps going. Benedict, now down a hundred fifty million and one woman, boards the elevator. Its doors close on him.

The SWAT van rounds a corner and ducks inside the warehouse.

Three-and-a-half seconds pass.

And the eight SWAT members reappear, now all in suits, perfectly pressed, and with grins on their faces and change in their pockets, they begin their victory stroll, single-file and sloppy... right down the...

Turk, Livingston, Frank, Basher, Yen, Saul, Linus and Rusty march down the strip single-file, and when they come to an intersection...

... Virgil and Reuben, also in suits, fall into stride for a victory lap in front of the Bellagio fountains.

Then, one-by-one, the group splinters off, strolling into different hotels or grabbing cabs, until there are only two left: Rusty and Linus.

They take each other in, shake hands, and part.

Tess exits, searching for Danny. She rounds the building to...

Where a LVPD squad car has just arrived to take goon-held Danny away. She runs toward it.

They do. As Danny is handcuffed and prepared for loading in the back, he and Tess hold each other's glance.

OCEAN'S 11 - Rev. 1/8/01 145A.

A beat.

OCEAN'S 11 - Rev. 10/24/00 146.

A cop lowers Danny's head as he directs him into his seat.

The squad car door closes him in and Tess stands vigil as it pulls away.

296 ACROSS STREET 296

Rusty watches Danny being driven back to prison, too.

SUPERIMPOSE: THREE TO SIX MONTHS LATER.

The great metal gate opens once more, revealing Danny Ocean in its frame again, ready for release.

He looks forward -- no one's there to greet him, and the view of New Jersey looks no brighter than it did before. He takes his first step into free America...

... to discover Rusty leaning against the prison wall. Beyond him sits his second-hand Mercedes from L.A.

They shakes hands. Rusty looks Danny over.

MOVING WITH Danny and Rusty toward the Mercedes, together again.

Rusty had anticipated this.

Danny gets to the passenger door and looks in to see Tess sitting in the back. She smiles at him.

Danny and Rusty get in. Danny kisses Tess. Rusty STARTS the CAR.

OCEAN'S 11 - Rev. 1/8/01 148.

He drives off. In the back, Danny takes Tess's hand in his. Notices a silver wedding band on it.

As they drive away...

... another car STARTS its ENGINE begins to follow.At the wheel: Benedict's goons.