SPOILER: In the 70s, Ella Fitzgerald did commercials for Memorex tape. "Is it live or is it Memorex?" was the tagline. So, in the movie, when they say they need one of the biggest Ella Fitzgeralds, they are referring to the vault scene - one live, one on tape.

Bernie Mac's sad face then cuts to a big smile in Vegas is golden

Rusty's constant eating was a creative decision by Brad Pitt. He felt that with as busy as Rusty would be getting the heist perfect he wouldn't have time to actually sit down and eat and would be eating on the go.

"The tables cold" means no one is really winning at the table These are cons that were used in the movie and what they were to the best of my knowledge: Boesky - a rich con man who can get in on the inside (Saul was the Boesky) Jim Brown - the staged confrontation between Linus and Frank so that they could get the security codes Miss Daisy - The getaway car (the swat van) 2 Jethros - basically look after the miss Daisy, they were also the distractions (the Malloy Brothers) Leon Spinks - an event that no one could have predicted (the boxing match blackout) Ella Fitzgerald - refers to the looped security footage A greaseman - basically is someone who can slip in and get the others in (Yen)

Ocean's Twelve is absolutely brilliant, but different. To me it's criminally underrated.

Caan and Affleck play brothers so perfectly. Favorite characters in the trilogy.

12 is unique. It's possibly the weirdest sequel from the same creators that I've seen. People are quite divided about whether it's genius or terrible. (I should rewatch it and see if I like more now that I know what to expect.)

The original was with the Rat Pack (Sinatra, Martin, Bishop, Davis, Jr.). A great way to get those guys together to hang out and also do a movie. They were the coolest.

This is one of my comfort movies, it’s like listening to your favourite song. Hits all its beats, entertaining all the way through.

I LOVE the dynamic and dialogue between all the cast. It just flows so well together like they've actually been heisting together for years.

12 is one of my guilty pleasures. The scenery and vibe is top notch! And the story definitely takes it up a level! Hope you enjoy! 👍

0:52 The number refers to the number of people in the crew. And this movie is actually a remake of a movie called Ocean's 11 from the 60s starring members of the Rat Pack. Sinatra, Dean Martin, Sammy Davis Jr., etc. They've released Ocean's Eleven, Ocean's Twelve, and Ocean's Thirteen. Then Bernie Mac passed away and the cast and director didn't want to continue without him. So, years later they tried Ocean's 8. Which starred Sandra Bullock, Cate Blanchett, Anne Hathaway, etc. It didn't go as well and I think they scrapped the idea of future films with that cast.

The wig Brad Pitt wears while being "the doctor" is Mike Myers Austin Powers wig.

11,12,13 are all great movies! glad to see you guys doing them =) Both 12 and 13 are just as good and fun as this one is.

12 is a great film! Definitely a worthy sequel!

"Ella Fitzgerald" refers to an old commercial for audio recording tape -- the tagline was, "is it live, or is it Memorex?" And Ella was the voice that was on the recording.

You guys are one of the smartest reactors I've seen. Great reaction!

That one part where brad doesn't talk and George does all the talking is genius

This is one of the few movies I can literally just watch anytime. Definitely a sick-day movie for me. I just love it so much. The music is so fun

The best heist movie of all time IMO. It's just so much fun and has witty dialogue.

So glad you guys are watching this one. Probably one of my favorite movies of all time. It’s just so perfect and the cast absolutely kills it.

I really love Ocean’s 12. You guys should watch it. In fact almost any Steven Soderberg film is great. I love how he uses color to set the mood in a scene. I read somewhere that Clooney wanted to keep making these movies to just hang out with his Hollywood friends. They’re just cool fun popcorn movies. We need more of these types of movies. 12 does this self aware self referential humor thing which is SO funny. Enjoy.

At 12:54 the guy talking to Carl Reiner is Jerry Weintraub who plays Denny Shields. Who is he? He discovered John Denver & was his 1st manager. Went into concert promotion when he convinced Elvis & Tom Parker to do Elvis’ 1970 tour. He also did Frank Sinatra’a famous 1974 tour. Also did Neil Diamond’s & Bob Dylan’s tours in 1970s among others. Went into film productions. His movies include “Oh God!” with John Denver & George Burns, “The Karate Kid” franchise, Vegas Vacation among others including all 3 Clooney/Pitt Oceans movies. He did not produce “Oceans 8” because he had passed away by then.

This is one of my favorite films. I could rewatch this movie just about any time. The writing, acting, music, cinematography they’re all brilliant.

I love how you guys drop the early YT access at the same time as the full patreon version. I don’t feel like I’m missing out when I have to watch on my lunch break at work.

If you enjoy this one, you should add "Logan Lucky" to the list.

Oceans 12 and 13 are excellent. Definitely worth watching.

Ocean's 12 is undoubtedly my favorite one of the three. It is made in a very different tone, much more like a European film, but it is brilliant imo. It always felt unfair to me that 13 was rated higher than 12, because if anything 13 is the one that felt a bit repetitive to me, though It is still great and definitely worth a watch.

I love hearing about the little things that went on when making this movie. For example, it was Brad Pitt's idea that his character should be eating something in ever scene - and the director was like, cool, and it's in there.

This is based on a movie of the same name from 1960 starring the Rat Pack, Frank Sinatra, Dean Martin, etc. Clooney played the Sinatra part and Pitt played the Dean Martin part. In the original movie, Dean Martin almost always has drink in his hand. They didn't want to do that with Brad Pitt so instead the had him seen almost always with food in his hand. Also, when Elliot Gould is talking about the three people who came closest to robbing a casino, the last one he talks about is the guy running out of the casino with an armful of money who gets shot. The actor playing the guy running with the money is John Cusack. He's not in the credits so it's a true cameo.

Oceans Twelve and Thirteen are worth it- I also would give Oceans 8 a reaction, it was criminally underrated (it has an all female cast, this went all male)- I love all 4 films they are all heisty and twisty

I'll break from what I think most people will say and state that I think Ocean's Twelve is the best of this series. They're all fun to varying degrees, but Twelve subverts the formula in ways that I think are great. There's a wonderful Matt Singer article on IndieWire called "Ocean's Twelve is a Great Sequel About How Hard It Is to Make a Great Sequel" or something to that effect, and I think it sums up the wit of that movie very well. Main thing to go in thinking is that Twelve tries to get ahead of the audience's expectations, and Thirteen tries to give them what they expect. I think it's easy to understand that some people want the former and some want the latter. I definitely fall into the former camp. I have also previously recommended Out of Sight, which is also by director Steven Soderbergh. It was his first collaboration with George Clooney and led to this movie. It has a fun connection to Jackie Brown, and Ocean's Twelve is kind of like a riff on it, with some shared stylistic flourishes. I highly recommend both of them.

This Ocean's Eleven is really a revamp in itself. The Rat Pack did one long ago!!

With the plan to take over the world in motion, I for one welcome our new Binge overlords!

Don Cheadle's accent is just *chef's kiss*

I've been watching this movie since I was a little kid and it still never gets old or less entertaining for me.

They have to watch Clooney & JLo in Out of Sight (1998). That whole poker scene full of tv star cameos was such a fun way to court the WB/CW teen audience! 3:03 Topher Grace (That 70's Show), 3:36 Piper from Charmed (Holly Marie Combs), Pacey from Dawson's Creek (Joshua Jackson), 3:44 Barry Watson (7th Heaven), and Shane West (A Walk To Remember).

Ocoan’s 12 is great!!! It was pretty different, so it rubbed some people the wrong way, but it might be my favorite.

Steven Soderbergh is one of the finest living cinematographers. Always pushing himself and experimenting. He is DP on most of his movies under a pseudonym. Ocean’s 12 is a sillier movie but it’s one of the more stylistically distinct movies in a body of work made of stylistically distinct movies.

This movie is so smooth I once used it to a fall asleep on a 12 hour flight to Bali. I was out by the time the recruiting montage was over

Watching this with you clicked for me that the dialogue patter in this movie is classic fast comedy where the script was the only special effect they had. That combined with some of the best editing and performances really nail this

The actors & director were all friends and just enjoyed hanging out together in fancy places, in nice clothes, and having fun & getting the studio to pay for their 2 month party, plus getting paid to do it on top of that. So they came up with scripts that would allow them to do that. And more power to them. The movies are fun so I'm glad they were able to make it happen.

I love how they cast an actual boxing trainer and an actual boxing ref.

It is charming, smooth, cheeky, smart, and heartwarming in a way. The sequels are different but uniquely charming. I feel it was more of a reaction to them not being the same as the original. I remember liking the third better than the second too, but now I love all three immensely! (I like Ocean’s 8, but it doesn't have the same charm despite being cute and charismatic in its own right)

Never pay attention to the audience score, people are idiots. People go see ocean’s 12 and they’re disappointed that it didn’t entertain them the way a fast and the furious movie did lol. Ocean’s 12 is really solid, and it’s got a very different vibe and some pretty amazing twists. I would highly recommend it.

Literally everyone I’ve ever heard talk about movie ratings say they don’t care about critics ratings. Does anyone actually care about movie critics. How is that still a career at this point.

You guys made me laugh out loud twice in this review. When Ocean leaves after meeting Benedict they start going Terri, Danny and then you kept it going, I imagined you reading the names of your patreons in the same way at the end instead of your regular "Medication side effects warning way". Then at the end when you were reading their thoughts: "We made this movie", "I only had two lines of dialogue", etc. I actually clapped. This was a fun reaction to a fun movie. Both 12 and 13 are worth watching.

Steven Soderbergh's direction is immaculate in Ocean's 11. Before diving into any sequels you should watch Out of Sight - first collab with Clooney + Ving Rhames & J Lo. Totally awesome!

This is one of my top ten favourites. Everything from the acting to the dialogue to the story to the pacing to the music is spot on. Fantastic film.

21:27 @George "someone should tell him why, so he's not surprised" fuggin killed me. That was your top all year, so hilarious.

RIP Bernie Mac and Carl Reiner. 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.

The "Ella Fitzgerald" was referring to them using a pre-recorded tape of the vault to fool the security. It's a reference to a famous commercial for Memorex audio cassettes from the 1970s that used a recording of Ella Fitzgerald to break a glass placed next to a speaker, with the tag line "is it live or is it Memorex?"

Simone, in blackjack, a cold table is one where no one is winning, as opposed to a hot table, full of people getting lucky. Reuben was played by Elliot Gould. He was a well known actor in the 60s and 70s. Saul was played by Carl Reiner. He had a long and successful career as a comedian, writer, and actor. He worked with and for Sid Caesar, Dick Van Dyke, Woody Allen, and Mel Brookes in the 50s and 60s, and became a successful director, including many Steve Martin movies, in the 70s and 80s. He died in 2020 at the age of 98. He was also the father of actor/director Rob Reiner. Normally, getting this many A-listers together in one movie would be impossible. The entire budget would go toward salaries. But I read that these actors were so thrilled to be working together that they all agreed to work for a fraction of their regular fees.

Fun fact, the white boxer walking to the ring is Wladimir Klitschko, brother of Vitali who was also a boxer and currently the Mayor of Kiev.

A heist is a crime, so a heist film can be considered a subcategory of the crime genre. Not everyone uses the same categories or descriptions, but this is definitely a heist film. I think you guys hit it on the head. This is a very charming film. It is a well crafted film, and it has a great presentation. A film's purpose is to convey information to the viewer, but not every film does it in such an appealing & compelling way. This is one of my favorites. It's such an amazing collection & collaboration of celebs. Another fun movie you guys might like is "Catch me if you Can".

Ocean's 11 is a 1960 American heist film, and the real Big movie. This 2002 Ocean's Eleven is a remake. The original cast that was Powerful, and become a group for long years know as The Rat Pack. Cast: Frank Sinatra as Danny Ocean Dean Martin as Sam Harmon Sammy Davis Jr. as Josh Howard Peter Lawford as Jimmy Foster Richard Conte as Tony Bergdorf Joey Bishop as "Mushy" O'Connors Henry Silva as Roger Corneal Buddy Lester as Vince Massler Richard Benedict as George "Curly" Steffans Norman Fell as Peter Rheimer Clem Harvey as Louis Jackson Others Angie Dickinson as Beatrice Ocean Cesar Romero as Duke Santos Patrice Wymore as Adele Elkstrom Akim Tamiroff as Spyros Acebos Ilka Chase as Mrs. Restes Jean Willes as Gracie Bergdorf Hank Henry as Mr. Kelly, the mortician Lew Gallo as Jealous Young Man Robert Foulk as Sheriff Wimmer Cameos George Raft as Jack Strager (Casino Owner)[4] Red Skelton as Himself Shirley MacLaine as Inebriated woman[5] (Martin's kisser) Red Norvo as Himself/Hotel Vibraphonist (Martin's band when he sings "Ain't That a Kick in the Head?")[5] Shiva as snake dancer

Fav reaction channel. Reactions seem genuine and you guys seem relatable and just like nice humans 🤷🏻‍♂️🙌

An Ella Fitzgerald is a type of con. That list Brad rattled off at the beginning wasn't people, it was a list of the games he thought would be necessary. The games con men play all have names, as they are standard ploys that are passed down - one of the most famous is the Spanish Prisoner, which is several hundred years old and _still_ works. (People will never stop being gullible.) I don't know if you've seen _The Sting,_ the first movie specifically about con men, but in that movie they also use nicknames for the games they're playing - the Wire, the Take, the Shut-Out, etc. There's a whole language to this world just as there is in every insular society where the members don't want anyone else to know what they're saying.

Actually Ocean's Eleven itself is a remake of Ocean's 11 (1960) You should definitely react to it, haven't seen other youtubers doing it and it's really good, slower pace, but great ending.

I love this movie. It's one of those films that I could rewatch many many times and never get sick of it. Ocean's Eleven is so fun and funny and clever, and each character is interesting and memorable and hilarious. Gotta love a good heist movie! 😎

Now You See Me and its sequel Now You See Me 2 are also fun watches in a similar vein to this series.

This is the best of the "Oceans" movies but all are worth a watch. Another great heist movie that is worth watching and keeps you guessing to the end is The Thomas Crown Affair. Both the original and remake as a pretty fun watch.

The word 'slick' was invented to describe this movie

Ocean's Eleven is a remake of the original from the 1960's starring the Rat Pack (Frank Sinatra, Dean Martin, Sammy Davis Jr., et al).

In the 70’s there was a Memorex cassette commercial in which Ella Fitzgerald sang and broke a wine glass (and the tape playback did same)

Heist movies certainly ARE a genre 😁

This movie was so much fun to watch when it came out. Rest in Peace Bernie Mac.

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

The Greaseman is the guy that can get you in. A guy that can make things happen smoothly.

Finaley! All 3 movies I re-watch every now and then. AND YES! it is actually Terry's revenge. All 3 movies are good.

Ocean's 12 and 13 are definitely worth watching. The style is a bit different in each, but acting is SOLID, good humor and decent plot.

I love all of the Oceans movies: 11,12,13,8. Also the original Ocean's 11 starring Frank Sinatra And for a great Heist TV show, I highly recommend Leverage.

When Matt Damon is explaining the casino owners movements to George Clooney, he seems to be wearing the exact same clothing that his older character does in Saving Private Ryan at the graveyard scene.

The character Saul (aka Ella Fitzgerald) was played by Carl Reiner - creator, producer, writer of much of the 60s and 70s greatest television.

Happy to see you enjoy this one! Ocean's Twelve is totally worth a watch!

This is one of those perfect movies! Amazing cast, amazing writing, amazing chemistry, and such a brilliant heist idea! It all comes together and I love it ♥ I'd say that 12 is an interesting sequel, definitely worth a watch. And 13 was fun too, but 11 is by far my favorite.

What's the first lesson of Poker: We do not talk about fight club

Expect nothing from Ocean's 12. Just grab snacks and watch that just to pass a fun time. Ocean's 12 is awesome with beautiful pacing and cinematography and excellent scores.

Congrats on 100K! Great channel.

Omg I’ve just rewatched the first two parts recently and was dying to see someone’s reaction to this movie. Thanks for ending my thirst ❤

Congrats on 100k! Keep’em coming!

Another good heist movie from around the same time is “The Italian job”. Well worth a watch (and reaction) if you haven’t seen it.

Fun Fact: So in this movie Brad Pitt are around 40 shrimp during a scene. The reason he eats so much on movies is because once they had to work through lunch on a movie once and so he stated he didn’t want to go hungry when filming!

All three Oceans movies are great examples of clever misdirection while retaining good storytelling and some real heart (especially the next one; certainly the third revolves around it). The remake with Sandra Bullock was...fine? But it lacked something that these three had. Or maybe it was just that we'd seen the concept so many times before?

Oceans eleven is a remake the origin had dean Martin and Sammy Davis Jr. It was also a way different ending

This one is so much fun! Even if you have seen it multiple times and know all of the twists, it's no less entertaining. About the sequels, I've only seen 12 once, and it just didn't do it for me, and I honestly hardly remember anything of it. 13 on the other hand might not be as good as 11, but it feels like the cast is just having a blast, which makes it so fun to watch.

FWIW, things like "Ella Fitzgerald" don't refer to individual participants in the heist, but rather the various gambits they will use to pull it off. "Ella Fitzgerald" is the looping of the security footage, and it's a reference to an old memorex commercial advertising... recording quality.

I never get tired of watching those :) I actually like 12 a lot and I love 13 as much as 11. Man those are good! Happy you guys are watching them.

Ocean’s 12: Terry’s Revenge is the best possible name for the sequel!

I love that movies, and I also loved the original (i.e. the Rat Pack) version.

Back in the 70s and 80s there was famous commercial with Ella Fitzgerald where even a recording of her voice shattered a wine glass. I always assumed Basher was the Ella Fitzgerald as he was responsible for the pinch that knocked out the power.

1:59 A BILLY OCEAN REFERENCE! FALLEN LEAVES IS A MASTERPIECE

I Love watching your reactions. Yall put a smile on my face everyday😁

The Circus scene and Greyhound Track scene were both filmed at the dog track in St Pete FL. I remember what a big deal it was back then that they came to such an obscure atea to film....and to set up an entire tent out in the parking lot to stand in for another location.

There are only 4 oceans.. but when you add the 7 seas it equals.. I don't know because I can't count that high.

26:33 I never once noticed that. she caught it on the first watch. Well done!

Clooney.. & the rest of the cast.. has spoken several times about how much fun they had making these movies & the HILARITY that was on set..

The names they throw around at the beginning like a Boesky, Jim Brown, Miss Daisy, Ella Fitzgerald; they are 'con references'. You can find descriptions online on what each of them mean

The scripts for these movies and the dialogue is just amazing! One of my favorites franchises 😎

Ocean's Eleven, Twelve, and Thirteen was all amazing movies. Lots of people don't know though is that Ocean's Eleven (2001) is actually a remake of Ocean's 11 from the 1960s staring all members of the Rat Pack (Frank Sinatra, Dean Martin, Sammy Davis Jr, Joey Bishop, and Peter Lawford). Which that is definitely a movie to watch. Ocean's 8 was eeeeeeeehhh, let's not talk about it.