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Ocean's Thirteen (also written as Ocean's 13) is a 2007 American heist film directed by Steven Soderbergh and starring an ensemble cast. It is the third and final film in the Ocean's Trilogy. It followed the 2004 sequel Ocean's Twelve and the 2001 film Ocean's Eleven, which itself was a remake of the 1960 Rat Pack film Ocean's 11. All the male cast members reprise their roles from the previous installments, but neither Julia Roberts nor Catherine Zeta-Jones return. Al Pacino and Ellen Barkin joined the cast as the characters' new targets.

Ocean's Thirteen
Theatrical release poster
Directed bySteven Soderbergh
Produced byJerry Weintraub
Written by
  • Brian Koppelman
  • David Levien
Based onCharacters
by George Clayton Johnson
Jack Golden Russell
Starring
  • George Clooney
  • Brad Pitt
  • Matt Damon
  • Andy García
  • Don Cheadle
  • Bernie Mac
  • Ellen Barkin
  • Al Pacino
Music byDavid Holmes
CinematographyPeter Andrews
Edited byStephen Mirrione
Production
company
  • Jerry Weintraub Productions
  • Section Eight Productions
  • Village Roadshow Pictures
Distributed byWarner Bros.
Release date
  • May 24, 2007 (2007-05-24) (Cannes)
  • June 8, 2007 (2007-06-08) (United States)
Running time
122 minutes
CountryUnited States
LanguageEnglish
Budget$85 million
Box office$311.7 million

Filming began in July 2006 in Las Vegas and Los Angeles, based on a script by Brian Koppelman and David Levien. The film was screened as an Out of Competition presentation at the 2007 Cannes Film Festival. and was theatrically released on June 8, 2007 in the United States, and on June 6 in several countries in the Middle East. With a gross of $311 million, was the 16th highest-grossing film of 2007.

Screenplay

Reuben Tishkoff is coerced by thugs employed by Willy Bank, his erstwhile business partner, into signing over his stake in ownership rights of the new hotel-casino they were building on the Las Vegas Strip. Reuben suffers a heart attack and becomes bedridden. Danny Ocean offers Bank a chance to set things right, given his long history in Las Vegas and the fact that he "shook hands with Sinatra," but Bank refuses and completes construction of the hotel, renamed "The Bank" since he broke the deal with Reuben. To avenge Reuben, Ocean gathers his partners-in-crime and plans to ruin Bank on the opening night of the hotel. They develop a two-part plan to occur on the casino's opening night. One part is to prevent The Bank from winning the prestigious Five Diamond Award, which all of Bank's previous hotels have won. Saul Bloom is designated to stand in as the anonymous Diamond reviewer, while Ocean and his associates will treat the real reviewer horribly during his stay.

The second part of the plan is to rig the casino's slot machines to pay out more than $500 million in winnings; by law, this would require Bank to cede control of the casino to the gambling board. While they can implement various rigging mechanisms into the casino, Ocean and his crew know that they would be easily stopped by the Greco Player Tracker, a state-of-the-art computer system that continuously monitors the gamblers' biometric responses and predicts when cheating is happening. To disrupt the Greco, they plan to use a magnetron, disguised as a new cell phone as a gift to Bank. They also obtain the drilling machine used to bore the Channel Tunnel to simulate an earthquake under the casino, assuring that Bank will implement safety protocols to evacuate the casino. Their plan on opening night is to have Bank inadvertently disrupt Greco by using his new phone, initiate their rigged machines and dealers on their payroll, and then simulate the earthquake to force the evacuation and have players leave with their winnings.

Shortly before opening night, the drill breaks down, forcing Ocean to ask Terry Benedict, whom Ocean has slighted in the past, for funds to buy a replacement. Benedict, who also seeks retribution against Bank, offers the funds for a portion of his share of the take, and demands that Ocean also steal the sets of diamonds that Bank bought for his wife after winning each of the previous Diamond awards. These are valued at over $250 million and secured in a case at the top of The Bank. Ocean has Linus Caldwell get romantically close to Bank's assistant, Abigail Sponder, to gain access to the case. Secretly, Benedict contracts master thief François "The Night Fox" Toulour to intercept the diamonds after Ocean steals them.

On opening night, Ocean institutes the final part of the plan by having FBI agents on his pay arrive at the hotel and publicly arrest Livingston Dell on suspicion of rigging the card-shuffling machines, allowing them to be replaced with actual rigged ones under Bank's nose. Another FBI agent arrests Linus for switching the diamonds with fakes. The agent takes Linus away but reveals himself to be his father, Robert Caldwell, also in on Ocean's plan. They try to evacuate from the roof but are intercepted by Toulour, who takes the diamonds. However, Ocean has anticipated this, and for this reason never actually had Linus make the switch. Linus and his father escape in a helicopter piloted by Basher, tearing the case from the roof and taking the real diamonds with them.

The remainder of Ocean's plan goes as expected, and as they trigger the earthquake, the players evacuate with millions of dollars of winnings. Ocean approaches a devastated Bank and tells him they did everything for Reuben. Ocean also reminds Bank that he cannot go to the police due to Bank's past illegal activities, and that all of Bank's associates favor Ocean over him. With their share of the winnings, Ocean's crew buy property on the Strip for Reuben to build his own casino. Because of his treachery, Ocean donates Benedict's $72 million portion of the take to charity in Benedict's name, forcing him to admit his philanthropy on broadcast television. As Ocean, Rusty, and Linus prepare to head off at the airport, Rusty triggers one of the rigged machines there to allow the real Diamond reviewer to win $11 million as a way to compensate him for how they treated him.

  • George Clooney as Danny Ocean
  • Brad Pitt as Rusty Ryan
  • Matt Damon as Linus Caldwell
  • Andy García as Terry Benedict
  • Don Cheadle as Basher Tarr
  • Bernie Mac as Frank Catton
  • Elliott Gould as Reuben Tishkoff
  • Casey Affleck as Virgil Malloy
  • Scott Caan as Turk Malloy
  • Eddie Jemison as Livingston Dell
  • Shaobo Qin as "The Amazing" Yen
  • Carl Reiner as Saul Bloom
  • Eddie Izzard as Roman Nagel
  • Al Pacino as Willy Bank
  • Ellen Barkin as Abigail Sponder
  • Vincent Cassel as François Toulour
  • Bob Einstein as FBI Agent Robert "Bobby" Caldwell
  • Olga Sosnovska as Debbie
  • David Paymer as the "V.U.P."
  • Julian Sands as Greco Montgomery
  • Jerry Weintraub as Denny Shields
  • Oprah Winfrey as herself

In January 2006, it was reported that producers were in discussions about setting and shooting most of the film at the Wynn Las Vegas. Clooney had previously hoped to film it at his then-upcoming Las Ramblas Resort in Las Vegas, although the project would not have been ready in time for production. In March 2006, it was reported that the film would be shot in a fake casino that would be constructed on five Warner Bros. sound stages. Filming was expected to begin in Las Vegas and Los Angeles in July 2006. Al Pacino joined the cast in April 2006.

Location scouting took place in Las Vegas in mid-July 2006, with the Bellagio confirmed as a filming location. Scenes for Ocean's Eleven had been shot at the Bellagio. Filming in Las Vegas began on August 7, 2006, with scenes shot at McCarran International Airport and at a heliport. The following day, filming moved to the Palazzo resort, which was under construction at the time. Filming in Las Vegas concluded on August 9, 2006, after scenes involving Clooney, Pitt, Damon, and García were shot in an office at the back of the Bellagio. At that time, Clooney and producer Jerry Weintraub were considering premiering the film in Las Vegas. Another Las Vegas shoot was scheduled for September 2006, including additional filming at the Bellagio.

Julia Roberts and Catherine Zeta-Jones did not appear in their respective roles as Tess Ocean and Isabel Lahiri, due to the actresses not wanting to participate in the movie without a significant part in the plot, which the script could not accommodate.

Box office

The film did well on its first weekend, reaching the top spot at the North American box office. Despite opening in 250 more theaters than Ocean's Twelve, it had a slightly weaker opening weekend, than the former, pulling in $36 million, compared with Twelve's $39 million. By the end of December 2007, Ocean's Thirteen had generated $117.2 million in box office domestically, and $311.4 million worldwide.

Critical reception

On review aggregator website Rotten Tomatoes, the film holds an approval rating of 70% based on 191 reviews, and an average rating of 6.2/10. The website's critical consensus reads, "Ocean's Thirteen reverts to the formula of the first installment, and the result is another slick and entertaining heist film." On Metacritic, the film has a weighted average score of 62 out of 100, based on 37 critics, indicating "generally favorable reviews". Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.

In his review for New York, David Edelstein wrote, "As the plotting gets knottier, 's technique gets more fluid—the editing jazzier, the colors more luscious, the whip-pans more whizbang. It's all anchored by Clooney, looking impudent, roguish, almost laughably handsome." Manohla Dargis, in her review for The New York Times, wrote, "Playing inside the box and out, has learned to go against the grain while also going with the flow. In Ocean's Thirteen he proves that in spades by using color like Kandinsky and hanging a funny mustache on Mr. Clooney's luscious mug, having become a genius of the system he so often resists."

However, in his review for the Chicago Sun-Times, Roger Ebert gave the film two and a half stars out of four, writing "Ocean's Thirteen proceeds with insouciant dialogue, studied casualness, and a lotta stuff happening, none of which I cared much about because the movie doesn't pause to develop the characters, who are forced to make do with their movie-star personas." Peter Bradshaw, in his review for The Guardian, wrote, "Sometimes we go to split-screen, and sometimes — whooaaa! — two of the split-screen frames are funkily showing the same thing. It is all quite meaningless. As if in an experimental novel by B.S. Johnson, the scenes could be reshuffled and shown in any order and it would amount to the same thing. There is no human motivation and no romance."

Ocean's Thirteen was released on DVD and Blu-ray in November 2007.

Ocean's 8, a female-centric spin-off of the Ocean's Trilogy films, was directed by Gary Ross and released in 2018. Sandra Bullock starred as Debbie Ocean, Danny Ocean's sister, opposite Cate Blanchett, Helena Bonham Carter, Anne Hathaway, Rihanna Fenty, Sarah Paulson, Mindy Kaling, and Nora "Awkwafina" Lum, as a team who took part in a heist at the Met Gala.

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