Daniel Ocean (Clooney) recruits a team of specialists to rob three Las Vegas casinos: the Bellagio, The Mirage and the MGM Grand, all of which store their money in a central, high-tech bank vault beneath the Bellagio. The man who owns these casinos, Terry Benedict (Garcia), is dating Danny Ocean's former wife, Tess (Roberts). This will aid his determination to successfully pull off the robbery. With financing and backing from a wealthy ex-casino owner (who was bought out by Benedict), the robbers foil the elaborate security mechanisms to get to the vault with the casino's money (on the night of a big fight, ensuring there's more money in the vault), and escape by disguising themselves as a SWAT team.
The Terry Benedict character bears some resemblance to Steve Wynn, the developer behind the Bellagio and the Mirage. One of Andy Garcia's lines in the movie (as Terry Benedict) reads, "If you should be picked up buying a $100,000 sports car in Newport Beach, I'm going to be extremely disappointed." This is a reference to the real-life 1994 kidnapping of Steve Wynn's daughter, Kevyn Wynn. Ray Cuddy, one of the kidnappers, was caught in Newport Beach a week after the incident trying to buy a Ferrari with cash.
Other than the lead character, none of the robbers in the remake share names with robbers in the original, although they do exhibit some of their personality quirks.
The original film included in the cast Sammy Davis, Jr., and the remake's Don Cheadle did play Davis himself in the 1998 TV movie The Rat Pack, which included a scene of Davis on set for the original movie.
Brad Pitt's character is seen eating or drinking something in each of his scenes, except for the one where he and George Clooney are discussing the plans of the vault.
A "pinch" is stolen, and used to disrupt power in Las Vegas. A Z-pinch however would not have produced the required EMF. A quite different device, the Explosively pumped flux compression generator could have been used. In fact, such a device would permanently destroy all electronic devices within a certain radius, not temporarily.
The entire concept of a casino needing to house money to cover every chip in play on its floor is in fact false. This is revealed on the DVD audio commentary.
In the DVD audio commentary Brad Pitt reveals that the wig he used for the doctor disguise was in fact the rehearsal wig used for Austin Powers.
In the DVD commentary Steven Soderbergh and Ted Griffin acknowledge a certain plot hole: How did the crew get the flyers of the hookers in the vault in the first place?
The song that plays as Danny is released from prison and continues to play over the main titles is titled "Rodney Yates" and is not featured on the soundtrack. It is however featured on David Holmes' (the score composer) 1997 album Let's Get Killed (which also featured the original version of "Gritty Shaker").