This movie is the cinematic equivalent of masterful pastry; it's light and fluffy, delicious, might not be the most serious meal you ever eat, but it's a delight from start to finish and leaves you wishing for more crumbs to hunt down when it's over. One trivia note, the wig Pitt wore when pretending to be the doctor was a rehearsal wig for Mike Myers while filming the first Austin Powers movie.

Fun fact: if you notice in almost every scene he is in, Brad Pitt is eating something, that’s because at the time Brad Pitt was trying to quit smoking, and was eating things to distract himself. The Director saw this and worked it into his character.

It's like the first Pirates of the Caribbean movie. Just utter perfect movie magic that keeps you constantly entertained.

People never want to interfere with someone who looks like they belong where they are doing what they do. There's an entire series of videos of two random guys with a ladder who prove that they can get anywhere simply by walking in together, because everyone assumes that they are supposed to be there - I mean, they have a ladder!

Elliot Gould, or Ross and Monica's dad if you prefer, is quite an accomplished actor. The man has quite the portfolio spanning over 50 years. There is literally no surprise he's phenomenal in this role.

This has to be one of the best ensemble films of all time! Also, RIP Bernie Mac T-T

One of my favorite gags in this movie is in the credits at the end, where they finish with the line “and introducing Julia Roberts”.

As a kid this was the first film I saw with a lot of these actors (Clooney, Pitt, Damon, Mac, Garcia, Cheadle). Pretty sure my my family wore out the VHS tape watching and rewatching it 🙂

If you enjoy heist films like this, another good one is "The Italian Job" from 2003, where Donald Sutherland, Mark Wahlberg and crew plan an elaborate gold robbery.

It's fun to watch the poker scenes with Topher et Al after Molly's game; and knowing celebs were actually getting together like that to play

This is so wonderful to see the filmmakers' intended stress levels delivered onto the audience.

Elliott Gould (Monica's dad in friends) is old school Hollywood elite....like was acting since the 1950's, Comedy,drama, romance....nothing that guy can't do including being married to Barbra Streisand til the 70's.....that actors list of films is a mile long really...lol . The actor who played Saul is one Carl Reiner another Elite old school gem....thinking the director made a point to snag as many old timers as he could for the film and worked like a charm really

I watched this in the theaters years ago, and it's become one of my go-to movies to have on in the background whenever I'm working on something. The DVD version has a great director's commentary track, and there are all kinds of interesting details. Don Cheadle is uncredited due to a disagreement over billing; he wanted either to be among the above title billings, or none at all. He got the latter. Brad Pit was constantly snacking in between takes, so it eventually became part of Rusty's character. Hence why he's always eating. He ate 40 shrimp just for the Tess intro scene due to how many takes it took. The producer was friends with the owner of the Bellagio, which is why they were allowed to film and stay there. The ending group scene at the fountain was the last scene they filmed, and was mostly improvised; the instructions were for Brad Pitt to leave first, and for Carl Reiner to leave last. The others just walked away when it felt natural. In fact, the fountain scene only came about when the director couldn't figure out how to get the group to separate after the heist, and just happened to be leaning on the fountain railing as he was thinking. There are plenty of other aspects worth looking into.

If people enjoy this film I would recommend Logan Lucky. Same director, another heist but it’s such an underrated gem with Daniel Craig doing a southern accent before Knives out!

the cast took a pay cut to make this they were having so much fun

Ocean's Twelve and Thirteen are just as good! This Movie is a re-make of a Movie by the same name, which starred the Members of the the Legendary "Rat Pack" (Frank Sinatra, Dean Martin and Sammy Davis Jr.). For some "Ocean's Eleven" movies, but with Magicians called "Now you see me (1 and 2), and for Action, there's Ryan Reynold's 6 underground"".

OH YES!! The Oceon's trilogy is amazing, please do them all!

Vicky I know you will enjoy this movie and the sequels. But there's one movie kinda like this that I can't recommend strongly enough. It won the Best Picture Oscar for 1973 with its own star studded cast Paul Newman, Robert Redford and Robert Shaw (Quint) from Jaws. It's called The Sting

I'm glad that a reactor watching this movie recognised Scott Caan. :) Most recognise Casey Affleck playing his brother instead.

2:25 - VKunia: "I'm going to throw this up in the air and catch it." • Procedes to do so • Me: • Golf claps •

"I invented hotel security" Vkunia: "I wonder what his job is." He might be in hotel security.

What I love about this movie, besides the suavity (yes, that's a word), is that no one was killed, no one was really hurt. Even Benedict, while being robbed, wasn't taken to the point where he couldn't eventually recover financially. The music at the end when they're at the fountain is a famous classical piece: "Clair de Lune" by French composer Claude DeBussy. I personally think of all the big name actors in this movie, Carl Reiner (Saul) is the most overlooked/underrated. He was Hollywood royalty, having been in show business since he and his best friend, Mel Brooks, were writers for Sid Caesar's "Show of Shows" - one of the very earliest TV shows ever made, a variety sketch show. My Great Uncle, Ray Drakeley, was one of the cast singers on that show! Carl Reiner was in many movies and also directed, and did an ongoing comedy routine with Mel Brooks called "The 2000 year-old man". He was also a writer for The Dick Van Dyke Show. You may have heard of his son as well: Rob Reiner, who among other things was the director of "The Princess Bride".

On just walking into the manhole. Funny things about walking into places. It's 80% confidence, 20% having a clipboard, toolbox, or similar. Nobody questions the electrician, plumber, phone guy etc.

This is probably my go to non Bollywood comfort movie. Watched it when I was 11 or 12 for the first time and doesn't fail to give me nostalgia hits along with delivering a stellar story and brilliant acting. One of my rare 10/10 movies.

A great caper film that won 7 Academy Awards is "The Sting". It is truly incredible and light-hearted.

Not only are the primary cast A listers, some of the supporting cast, were A listers back in the day. Carl Reiner (playing Saul Bloom) was a big name in the 1960s, and Elliot Gould (Reuben Tishkov) was a leading man in the 1970s.

10:35 No one's questioning him in the manh... ok..." True story: In 2001, a freelance artist noticed a sign on the freeway in downtown Los Angeles wasn't correct (it didn't show the direction to one of the freeways it branched off to). He created his own correction to the sign, made a fake uniform, contractor's truck, invoice on a clipboard, the whole thing, and got up on a ladder in the middle of rush hour to put up his own handcrafted alteration to the sign. Nobody questioned him, and nobody noticed the change in the sign. FOR SEVEN YEARS. So no, generally if you have a uniform and a clipboard and look like you know what you're doing, generally nobody's ever going to question you.

Top tier film. Every single actor is perfect. Love this one.

You definitely need to watch the other 2 movies too

Elliot Gould had a very successful movie career before playing Mr Geller on friends, he was also once married to Barbra Streisand. Brad Pitt gave the cop the name of Mel Gibsons character from the lethal weapon movies. When Tess said that he doesn’t make me cry it basically told Danny that she did not really love Benedict.

Love how they torment Linus.😂

DO WE NEED ONE MORE? YOU THINK WE NEED ONE MORE? ALRIGHT WELL GET ONE MORE.

Brad eating in every scene, it’s a perfect pre-dinner movie.

Elliott Gould has had a very long career. His first major role was in the 1969 drama/comedy _Bob & Carol & Ted & Alice_ but the film that catapulted him to international stardom was the 1970 wartime comedy _M*A*S*H._ The late Carl Reiner was one of America's finest comedy writers. He was Mel Brooks's best friend (they met while writers on Sid Caesar's show in the 50s) and was the father of actor & producer Rob Reiner ( _The Princess Bride,_ _When Harry Met Sally,_ etc.). His first major film role was in the 1966 cold-war comedy _The Russians are Coming, the Russians are Coming._ I highly recommend both _M*A*S*H_ and _The Russians are Coming, the Russians are Coming._

So they established early on that Benedict wasn't just a businessman. He torpedoed Ruben's Casino, bought out his competition to basically own a monopoly on high roller casinos in Vegas, and he's told by his manager that Saul, as Zerga is an arms dealer and he has no conniptions about patroning him in his Casino. Then at the end his disregard for Tess establishes him as a surefire asshole so any empathy you might feel for him, ebbs away. Dudes really not a good guy, so in movie terms; he deserves what he gets.

A musical note (wink), as has been pointed out the classical music theme playing at the fountain scene is Clair de Lune by DeBussy, but it's not the first time it plays in the film. A remixed R&B version plays as Tess's theme in the scene where she is introduced.

The man who perked up when he heard "Terry Benedict", is Elliott Gould, who, along with Donald Sutherland, starred in the original "M*A*S*H" film. It's a fascinating and funny look at medics and doctors in war-torn Korea in the early '50s.

Vegas is great. You eat, gamble, drink, sleep, repeat over and over. It doesn't matter what time day or night you wake up, all four options are available to you whenever, and you never need to leave the hotel. Ultimate holiday location.

God, I miss Bernie Mac. That Cheshire Cat smile at 6:24 always cracks me up. XD The man had EXQUISITE taste in having his nails done right.

"He doesn't make me cry" is one of the best lines I've ever seen in a movie.

You will love the entire series of ocean movies!

Someone is slways watching was Tess quoting Benedict back at him from when he earlier refused to kiss her. As fir everything going wrong, very little actually went wring, mainly just Yen's hand because Linus couldn't stay in the van. Benedict was bad as that exploding hotel was Ross' Dad's, but Bevmnedict screwed him out of it.

If you like a good "heist" movie.... might I also recommend the following - The Thomas Crowne Affair - Sneakers - The Italian Job - Now You See Me - National Treasure

I love the predictions. Light hearted and serious. Standard plot twist.

"Where do I find that shrimp cocktail?" Go to Vegas, it's a city of buffets. Now for the trilogy, Ocean's Thirteen is the best!

RIP Bernie Mac and Carl Reiner.

"I don't think I'll be able to get this cheese taste out of my mouth." Well you've been eating Goldfish, so...

This is an iconic franchise. Movie that truly is a top tier Hollywood movie.

Your predictions were spot on. Great reaction! I hope you react to the sequels too. Note: Elliott Gould, who played Ross & Monica's dad on Friends, has been acting in movies since the 60's.

The actor who played Reuben was Elliot Gould, a well known actor in the 60s and 70s. The actor who played Saul was Carl Reiner, who was a comedic actor and writer who wrote for and with Sid Caesar, Dick Van Dyke, Woody Allen, and Mel Brooks in the 60s and 70s. Unfortunately he died in 2020 at age 98. He was also the father of actor/director Rob Reiner. Usually it's impossible to have this many A-listers in one movie, as their combined salaries would take up the whole budget for the film, but many of the stars of this movie knew each other and were so excited for the chance to work together, they all agreed to work for much less than their usual salary.

Oceans eleven is a great film and I reccomend twelve and thirteen aswell! This movie also started 1 more thing. The long time practical jokes between Clooney and Pitt! Damon also got a joke on Clooney during Twelve. The times when Clooney tells people about the practical jokes is just so hillarious!

A couple other fun heist movies: Out of Sight - with Clooney, Ving Rhames and Jennifer Lopez Criminal - with John C. Reilly, Diego Luna and Maggie Gyllenhaal Both of those are linked to Ocean's Eleven, as all were Directed or Produced by Steven Soderbergh.

Amazing film Ocean's Eleven starring by George Clooney, Brad Pitt, Julia Roberts and Matt Damon. By the way this film is a remake from the 1960 classic film Ocean's 11 starring by Frank Sinatra, Dean Martin and Sammy Davis Jr. Thank you VKunia great reaction excellent and don't forget reacts Ocean's Twelve, Ocean's Thirteen and Ocean's 8

Las Vegas has a lot of world class restaurants, and it's a medium-ish drive from a lot of interesting nature. I enjoyed my trip.

Not a spoiler but the laser grid run in Oceans 12 is my favorite...the music is great!

I’m not sure if you caught it but Benedict told Tess that someone is always watching in his casino. That’s why she said that back to him.

26:31 I just noticed: when they switch the video for Terry to see, the Bellagio sign clearly disappears, no cheating there! It was always there and we ALL got fooled. It’s details like this what make a movie great IMO.

"no one's questioning him? no one even looked!" you'd be surprised how far confidence goes to ease people's suspicions

I’m really proud of you V, for knowing Bernie Mac, Elliott Gould and Scott Caan. Most people (especially your age) would know them. I really like the ending of each of Ocean’s 11 going off into their own direction, after reconciling that they can never show their faces in Vegas again. I would really like to watch you react to Ocean’s 12, 13 & 8.

I just noticed something. That scene where they are pretending to be SWAT and repelling down the elevator shaft. The main characters are already down and on the radio while Saul is still trying to get to the bottom in the background. LOLLLLL

Ocean's 12 & 13 are worthwhile sequels. I do think 11 is the best of the three, but they manage to mix it up a bit.

You just HAD to call it the "Avengers" of Heist movies. Now I want that. Like...all the main characters from various heist movies all getting together for one absolutely absurd job. Either that, or one "origin story" movie for each of the members of Ocean's Eleven, that are specifically made to be canon according to this movie.

Love this movie. It's one that started clichés about it's own genre. It's "the" heist movie. It might be cheesy but that's part of it's charm.

I like how the credits for this movie say, "Introducing Julia Roberts as Tess" like she's somehow a new face in Hollywood.

“In the casinoy way” had me dying 😂 love your videos btw

Please watch the DCAU (DC Animated Universe) which is comprised of Batman the Animated Series, Superman the Animated Series, Batman Beyond, Justice League and Justice League Unlimited. They are some of the best and most mature superhero and animated content of all time.

I have never seen the original Ocean's 11. Ocean's 11 is a 1960 American heist film directed and produced by Lewis Milestone from a screenplay by Harry Brown and Charles Lederer, based on a story by George Clayton Johnson and Jack Golden Russell. The film stars five of the Rat Pack: Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford, and Joey Bishop. Centered on a series of Las Vegas casino robberies, the film also stars Angie Dickinson, Richard Conte, Cesar Romero, Patrice Wymore, Akim Tamiroff, and Henry Silva. It includes cameo appearances by Shirley MacLaine, Red Skelton, and George Raft.

I consider this movie a classic of this genre, absolutely brilliant, and it's always fun to watch girls "reacting" to a young Brad Pitt 😁

Your "dad on Friends" is a very well known actor who was nominated for both an Oscar and a Golden Globe. He was also married to Barbra Streisand. He serves on the Screen Actor's Guild Board of Directors. He was kind of a heavy hitter before "Friends" ;) BTW, this was well planned ;)

I had to stop it at this moment for a comment. "Does he make you laugh?" "He doesn't make me cry." You said she won that one. I see it the opposite. She feels nothing with Benedict. You can't be hurt by someone who doesn't make you feel something powerful. (Just a thought.) 😉

For another heist movie with an all star cast, The Usual Suspects. Very different story and theme. Also, much less predictable.

This is a incredibly fun heist film!

Tess doesn’t split 11 ways😂😂😂

This is a really nice trilogy. Okay, there are some even better trilogies like Back to the future, but also the Ocean movies are really very good and funny. 😊

This movie was literally part of my childhood.

For some reason, this movie gets me to clean my apartment every single time.

Damn I miss Bernie Mac. He was the best.

31:14 "I don't think I'm gonna be able to get this cheese taste outta my mouth" Well gee Vick......if you didn't spend the entire review scarfing down Goldfish 😂

13:46 "Tess does not split 11 ways" Vkunia: I don't think she would agree with that. Me: Wait... what?

When you think about it, this movie has no conflict or dramatic development. They gather up, they plan the heist, they perform the heist without incident, the end. All the suspense in the heist section is an illusion. It is only us, the viewers, who thinks that the plan has gone awry. All the protagonists know that everything is going according to plan. So the story doesn't really exist.

Watching the first 2 minutes of what she thinks will happen-Me thinking "Oh, you sweet summer child" 🤣

It's a great set. I'm so glad you got to seeing this movie. A play on the original Brat Pack but up to date and stylish. You're going to like the next one but my personal opinion, I preferred the third, honestly. Great reaction, as always! Thanks so much! See you on the next one.

The end song at the Bellagio fountain is Claud Debussy's "Clair de Lune", the same song that ended the movie The Right Stuff (1983).

Very different plot, but another movie I’d recommend with a similar not too serious, but well made fun is “The Dish”. It’s not really highly known worldwide (was made in Australia) but it does have a solid cast of local Australians but also some internationally known stars including Sam Neill (who you may know from Jurassic Park) and Patrick Warburton (aka Kronk from the Emporer’a New Groove) and it’s one of my favorite movies of all time and I’d love to see a KZfaq reactor check it out.

Brad Pitt is almost always eating something in his scenes. He does it in every movie.

Vee, I don't think you understand how easy it is to get into supposedly secure workplaces, all you need is an orange vest or a ladder or something that makes you look like a maintenance tech and security will literally just let you walk right on in. It's a tactic as old as time, no one looks at the servants :P

You probably won't recognise them but those kids Russ was teaching poker to were like the heart throb TV actors of thay time. You already recognised Topher but Joshua Jackson was there, the breakout star from Dawson Creek aside from Katie Holmes, Shane West while not a mainstream actor was a musician heart throb though he would go on to star in my guilty pleasure Young Adult Romantic Drama in a Walk to Remember opposite then popstar Mandy Moore. Holly Marie Combs who played the middle sister in Charmed. And Barry Watson who played the elder brother in the TV show 7th Heaven. No one from the current generation knows these people but back then their cameo in that scene turned a lot of heads and got more publicity for the movie too.

@VKunia You have to watch Last Action Hero (1993)

Btw, the fountain music is classical music, Clair de Lune by Debussy.

Reuben is the great Elliott Gould

I work in a hotel where Andy Garcia stayed while filming a movie. He was super nice to all the staff. Would talk to the staff all the time and invited us down to where they were filming.

Funny... my name is Bobby Caldwell

The piano music at the end is by Debussy, Claire De Lune.

The one great flaw in this: of COURSE he would say he would give Tess up! He can say anything he wants-- that doesn't mean he'll do it. Him saying that to Ocean means absolutely NOTHING -- and it's even silly that Tess wouldn't easily know that.

I played the Security Guard that used his key card when the two Mormon Brothers forgot theirs into the vault.

Vegas is DEF not for everyone, but MAN, there's fun stuff to do. There's a zipline on Fremont St, there's a neon casino sign graveyard, there's a WNBA team, a hockey team, a box lacrosse team, an NFL team, AWESOME shopping and thrifting, a huge number of microbreweries, a ZOMBIE BURLESQUE show...like, seriously, it's a HOOT for me.

Ocean's Eleven, Ocean's Twelve, and Ocean's Thirteen are awesome movies. One thing you may like is that Robbie Coltrane (Hagrid) is in Ocean's Twelve. Ocean's 8 that came out a few years ago was alright but it just felt like a Hollywood "I don't know what to make" movie that they made on the reputation on an older movie.

I love a good heist movie. Properly done, the twist is "you think they lost, but what you didn't know is (shows some other stuff) and them seeming to lose was part of the plan where they really win!" This is a remake of an old Frank Sinatra "Rat Pack" movie, except done much better.

Your headline is ironic because behind the scenes, Marvel's Kevin Feige took a TON of inspiration from Ocean's 11 production. How to get that many big name actors into one movie without exploding the budget beyond affordability? Ocean's 11 did some innovative things to make that happen with their shooting schedule. A lot of it is now pretty standard practice, but yeah.

Elliott Gould (Ross's and Monica's dad) has done a wide range of movies. I remember you did some reaction to Studio Ghibli films on your old channel. I think I remember you doing one to The Cat Returns. So you may recognize Elliott Gould as the voice to Toto the bird/statue from the Studio Ghibli anime film The Cat Returns. I believe he was also in the original Ocean's 11 movie from the 1960s