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 1.
FADE IN:
1 INT. 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.
DANNY
Good morning.
VOICE (O.S.)
Please state your name for the
record.
DANNY
Daniel Ocean.
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?
DANNY
As you say, ma'am, I was never
charged.
2 INT. PAROLE BOARD HEARING ROOM - WIDER VIEW - MORNING 2
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?
DANNY
2.
My wife left me. I was upset. I got
into a self-destructive pattern.
BOARD MEMBER #3
If released, is it likely you would
fall back into a similar pattern?
DANNY
She already left me once. I don't
think she'll do it again just for
kicks.
Glances dart between the Board Members.
BOARD MEMBER #1
Mr. Ocean, what do you think you
would do if released?
Danny considers.
DANNY
(deadpan)
I don't know. How much do you guys
make a year?
3 INT. MINIMUM-SECURITY PRISON - CHECK-OUT STATION - DAY 3
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?
DANNY
My wife's.
He opens the letter, and as his eyes gaze over the papers
within, he smirks just a little.
3.
GUARD #1
What's it say?
DANNY
I'm a free man.
4 INT. CHANGING CUBICLE 4
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?
5 EXT. MINIMUM-SECURITY PRISON - FRONT GATE - AFTERNOON 5
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.
6 EXT. ATLANTIC CITY BOARDWALK - DUSK 6
Any empty wintery boardwalk.
7 INT. CASINO - ATLANTIC CITY - NIGHT 7
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
4.
As he pulls out several crisp one hundreds, sets them on
green felt, then sees them replaced by a neat pile of
chips.
AT BLACKJACK TABLE
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.
DANNY
Hello, Frank.
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.
FRANK
I beg your pardon, sir. You must
have me confused with someone else.
My name is Ramon. See?
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
My mistake --
(collecting his chips,
doubled)
Table's cold anyway.
FRANK
You might try the lounge at the
Grand, sir. It gets busy around
one.
DANNY
(as he goes)
Thanks.
5.
8 INT. LOUNGE AT GRAND 8
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.
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.
FRANK (O.S.)
Catching up on current events?
Danny lowers the paper; Frank is sitting across from him,
changed out of his dealer's threads.
DANNY
Ramon?
FRANK
Glad to meet you. Frank Catton
wouldn't get by the gaming board.
(beat)
You just out?
DANNY
This afternoon.
FRANK
(re: Danny's drink and
whereabouts)
And already turning over a new
leaf.
Frank signals a passing waitress; she ignores him.
DANNY
(directly, this is why
he's here)
You seen him?
FRANK
Last I heard he was in L.A.
Teaching movie stars how to play
cards.
(beat)
Why? You don't have something
planned already?
6.
DANNY
You kidding? I just became a
citizen again.
Frank stares at Danny a moment, finally catches his eye,
and Danny can't help but grin: of course he has.
Frank turns his eyes to heaven...
FRANK
Jesus --
9 INT. SUB SHOP - NIGHT 9
MOVING WITH Danny and Frank.
FRANK
It's tough now, our line of work.
Everybody so serious. Too many
guns, too many computers. Whadda
you gonna do? Steal from ordinary
people?
DANNY
That would be criminal.
FRANK
So what's left? Banks? Hah. Banks
got no money. It's all electronic.
Only place that still takes cash is
--
DANNY
Casinos.
FRANK
(realizing)
Oh, no --
DANNY
Oh, yes --
FRANK
When?
DANNY
Soon. Interested?
Frank smiles. Danny has his answer.
10 INT. SUB SHOP - FOYER - NIGHT 10
7.
Danny pulls a business card from his jacket, picks up the
phone again, and dials the card's number.
DANNY
Yes, Officer Brooks? My name is
Danny Ocean. I'm just out, I'm
supposed to check in with you
within twenty-four hours.
(listens)
No, sir, I haven't gotten into any
trouble. No drinking, no sir.
(listens, finishes his
bourbon)
No, sir, I wouldn't even think of
leaving the state.
OFF the sound of a JET fly-over we --
CUT TO:
11 EXT. HOLLYWOOD CLUB - DEEP - REAR ENTRANCE - NIGHT 11
PULLING OFF the Capitol Building, we PICK UP Rusty (tall,
angular, ebony) leaning against his Ford Falcon.
TOPHER (O.S.)
Hey! Hey, Rusty!
Rusty turns to the voice and --
CUT TO:
ANOTHER ANGLE
MOVING WITH him and Topher Grace, the actor, as they push
down a back alley.
TOPHER
Hey, I don't know if you're, uh,
you know, incorporated or anything,
like Rusty Ryan. And, I don't know,
incorporated, but you should think
about it, really, 'cause I was
talking to my manager yesterday --
RUSTY
Bernie?
TOPHER
8.
No, not Bernie, I mean not, not
that Bernie, my business manager,
he's also Bernie, he was telling me
that since this, what we do, could
be considered research for, you
know, a future gig, that I should
be able to write it off as a
business expense. So he suggested
that it'd be better if I wrote you
a check, and thereby --
Rusty looks at him: are you stoned?
TOPHER
Or, or we could keep it cash.
By this time, they should have entered.
12 INT. HOLLYWOOD CLUB - DEEP - NIGHT 12
-- where they must weave through hordes of young Hollywood
nightclubbers.
RUSTY
Alright. Who's here?
TOPHER
Josh is here. Seth is here. David
couldn't make it. He's got two
weeks of reshoots on Lusitania
because somebody just figured out
forty percent of the budget is
coming from Germany.
RUSTY
That's a problem.
TOPHER
Barry is here.
RUSTY
I thought they let him out to do
that H.B.O. thing in Vancouver.
TOPHER
Couldn't work the dates. Oh, and he
brought his girlfriend.
RUSTY
Not the one from --
TOPHER
9.
Uh-huh.
RUSTY
(beat)
I quit watching when Kate left Don
after his accident.
They pass on, and into --
13 INT. BACK ROOM - NIGHT 13
Small but stylish. Rusty enters, Topher in tow.
RUSTY
Good evening, guys. Let's play some
cards --
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.
RUSTY
-- and let's play some cards.
AT TABLE - LATER
The group lesson has begun.
TOPHER
A hundred bucks to me --
(mulling it over)
Ah, what the hell. Pocket change.
Call.
Rusty leans into Topher's ear, whispering:
RUSTY
Why you bet a certain way is your
business. But you have to make them
think you're betting for a reason.
Understand?
SAME SCENE - LATER
To another player:
RUSTY
10.
Seth. You know what you have.
Looking at them doesn't change
them. Leave 'em where they are and
make your bet.
SAME SCENE - LATER
To another player:
RUSTY
You're showing. Yeah, I know she's
your girlfriend, Barry, but you
can't -- Thank you.
SAME SCENE - LATER
To another:
RUSTY
Josh. Deal to your left.
SAME SCENE - LATER
A WAITRESS enters from the club, and DANCE MUSIC with her.
As she distributes a fresh round:
WAITRESS
One McCallum neat. And four bottled
waters.
Rusty takes in the sight, bottled fucking water on a poker
table.
SETH
(triumphantly)
Two pair -- nines and twos.
Rusty checks his hand: a full-house full of face cards.
RUSTY
(folding)
You got me.
(as Seth rakes in his
winnings)
Let's take a little break.
14 INT. HOLLYWOOD CLUB - DEEP - NIGHT 14
At the bar, Rusty orders a double. He needs it.
BARTENDER
(shouting over music)
11.
How's the game going?!!
RUSTY
It's been the longest hour of my
life.
BARTENDER
What?!
RUSTY
(at the same volume)
I'm running away with your wife.
The Bartender, not able to hear him, smiles and flashes a
thumbs-up before moving away.
BARTENDER
Cool, man!
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.
15 INT. HOLLYWOOD CLUB - DEEP - BACK ROOM 15
Rusty returns.
TOPHER
Hey, Rusty, we got another player,
if that's alright.
Topher indicates the new arrival: Danny. Rusty looks as if
there's a bad smell in the room.
RUSTY
What's this?
DANNY
The bouncer mentioned there was a
game in progress. I hope I'm not
intruding.
TOPHER
No intrusion at all --
RUSTY
What was his name, the bouncer's?
DANNY
I don't remember.
12.
RUSTY
A card player with amnesia. This
should be fun.
AT TABLE - MOMENTS LATER
Rusty deals the next hand.
TOPHER
What do you do for a living, Mr.
Ocean? If you don't mind my asking.
DANNY
Why should I mind? Two cards,
please --
(long beat)
I just got out of prison.
TOPHER
Really?
(a glance among the other
players)
Really --
RUSTY
(half to divert
attention)
Barry, you're showing again.
BARRY (O.S.)
Sorry.
JOSH
What'd you, uh, go to prison for?
DANNY
I stole things.
JOSH
What, like jewels? Diamonds?
A beat, then:
RUSTY
Incan matrimonial headmasks.
Looks are exchanged. Everyone digests that.
JOSH
From a museum?
DANNY
Gallery.
13.
SETH
There a lot of money in those?
Incan matrimonial --
DANNY
Headmasks. Some.
RUSTY
Don't let him fool you, Seth.
There's boatloads. If you can move
the things --
(finishing his deal)
One card to me.
(to Danny, pointedly)
-- but you can't.
DANNY
My fence seemed confident enough.
RUSTY
If you're dealing with cash, you
don't need a fence.
DANNY
Some people just lack vision.
RUSTY
Probably everybody in cell block E.
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
Well, that's all behind us now.
RUSTY
I should hope so.
Danny smiles, icily, of course, it's not, then pulls out
his wallet.
DANNY
I raise you five hundred dollars.
A hush in the room. Danny has thrown down the gauntlet. He
and Rusty hold each other's stares.
RUSTY
Guys: Day One: what's the first
rule of poker?
BARRY
14.
Um, never bet on, uh, on a --
TOPHER
'Leave emotion at the door.'
RUSTY
That's right. My friend here just
raised me out of pique.
(beat)
Today's lesson. How to draw out a
bluff. This early in the game, that
much money, I'm thinking he's
holding nothing better than a pair
of face cards.
(beat)
Seth, raise him.
SETH
Okay. Uh, your five hundred and --
another two?
Rusty nods, and Seth pushes in his chips.
RUSTY
Tophe --
TOPHER
Seven to me. Plus three. What the
hell.
RUSTY
Indeed. But be careful you don't
push him too high too fast. Want to
keep him on the leash. I call.
It's Josh's turn. He hesitates.
JOSH
What's that to me? A thousand?
RUSTY
All you have to do is call.
DANNY
(off Josh's further
hesitation)
What? Your girlfriend holding your
purse?
That does it. Josh is in. The bet's to Danny. He checks his
hand, and Seth starts to whisper to Topher.
DANNY
15.
Contrary to what Mr. Ryan may say,
Seth, I always check my cards
before I make a bet. But be
cafeful. I could tell from your
face you're holding three of a kind
or better.
(digging his wallet out)
Five hundred to call. And two grand
more.
Danny stares Rusty down. The others look a little pale.
RUSTY
Guys, you're free to do what you
like. It's a lot of money. But I'm
staying in. He's trying to buy his
way out of his bluff.
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.
RUSTY
We call.
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.
RUSTY
Shit. Sorry, guys. I -- I was sure
he was bluffing.
As Rusty plummets in the estimation of all the guys around
him, Danny rakes in his pot.
DANNY
Thanks for the game, fellas.
(then)
Hey, I hate to ask this, but could
you sign something for me? It's for
the guys in the joint. They just
love all your shows.
16 EXT. HOLLYWOOD CLUB - DEEP - NIGHT 16
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.
16.
17 INT. RUSTY'S FALCON - MOVING - NIGHT 17
Danny and Rusty ride silently, staring out opposite windows
at Sunset Boulevard.
RUSTY
That was, that was just --
DANNY
Unprofessional.
Rusty agrees.
RUSTY
How was the clink? You get the
cookies I sent you?
DANNY
Why do you think I came to see you
first?
Danny pulls out a wad of bills from his jacket, peels off
half, and hands it to Rusty.
DANNY
Ten grand. Half of it's yours.
RUSTY
You barge into my new workplace,
ruin my professional reputation,
least you could do is tell me
you've got something better for me.
DANNY
I've got something better for you.
18 INT. CANTER'S DELI - NIGHT 18
They're sitting in a booth over coffee.
RUSTY
How's Tess?
Danny stares at him: next subject, please.
RUSTY
Alright. Tell me.
DANNY
It's tricky. No one's ever done it
before. Needs planning, a large
crew.
17.
RUSTY
Guns?
DANNY
Not loaded ones. It has to be very
precise. There's a lot of security.
But the take --
RUSTY
What's the target?
DANNY
Eight figures each.
RUSTY
What's. The. Target.
DANNY
(deep breath, then)
When's the last time you were in
Vegas?
RUSTY
What? You wanna knock over a
casino?
Danny puts down his coffee. And shakes his head. And lifts
three fingers: three casinos. Rusty must put down his
coffee, too.
19 EXT. DOWNTOWN L.A. - NIGHT 19
It's after hours downtown. Dark, empty, dead.
20 INT. LIBRARY TOWER - 40TH FLOOR CORRIDOR - NIGHT 20
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.
DANNY
The vault at the Bellagio.
18.
A beat as Rusty scans the document, then another underneath
it.
RUSTY
If I'm reading these right -- and I
think that I am -- this is probably
the least accessible vault ever
designed.
(beat)
Oops. Actually, you know what, I'm
wrong. It's definitely the least
accessible vault ever designed.
DANNY
Yep.
Rusty's brow furrows just a little.
RUSTY
You said three casinos --
DANNY
(flips to next blueprint)
These feed into the cages at both
the Mirage and the M.G.M. Grand.
(tapping vault)
But every dime ends up here.
RUSTY
The Bellagio, Mirage, and -- These
are Terry Benedict's places.
DANNY
Yes, they are. Think he'll mind?
RUSTY
More than somewhat.
AT 40TH FLOOR ELEVATOR BAY
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.
BACK WITH DANNY AND RUSTY
As Danny rolls up the set of blueprints, Rusty considers
the plan (which, in our absence, Danny has pitched him).
RUSTY
You'd need at least a dozen guys,
doing a combination of cons.
19.
DANNY
Like what, you think?
RUSTY
Well, off the top of my head, I'd
say you're looking at a Boesky, a
Jim Brown, a Miss Daisy, two
Jethros, and a Leon Spinks. Oh, and
the biggest Ella Fitzgerald ever.
(beat)
Where do you think you're gonna get
the money to back this?
DANNY
As long as we're hitting these
three casinos, we'll get our
bankroll. Terry Benedict has a list
of enemies.
RUSTY
But does he have enemies with loose
cash and nothing to lose --
(smiles, realizing)
Aha.
DANNY
(smiles, too)
Aha.
RUSTY
Reuben.
MOVING WITH SECURITY GUARD as he approaches Danny's and
Rusty's voices.
BACK WITH DANNY AND RUSTY
DANNY
So --
RUSTY
So, here's what I think: You should
take this plan, kick it around for
a week or two. Sleep on it. Turn it
over in your head. Then: never
bring it up to me again.
DANNY
Uh-huh. So what are you saying?
RUSTY
20.
I'm saying: this is like trying to
build a house of cards on the deck
of a speeding boat.
DANNY
Really? I thought it was much
harder than that --
Suddenly the Security Guard's flashlight beam hits them
square in the eyes. Danny and Rusty put their hands up to
block the light.
DANNY
Jesus, Oscar, lower it a little,
will ya?
SECURITY GUARD
Sorry.
(lowers beam)
You two done up here? Find what you
wanted?
DANNY
Yeah, thanks. You mind if we borrow
a couple drawings for the night?
Make some copies.
SECURITY GUARD
Whatever you need.
Danny withdraws his money clip, peels off a couple
hundreds, and buries them in the Security Guard's hand.
DANNY
'Preciate it.
AT 40TH FLOOR ELEVATOR BAY
Danny and Rusty wait for an elevator. When its doors open,
Rusty stops Danny from boarding.
RUSTY
I need a reason. And don't say
money.
(beat)
Why do this?
DANNY
Why not do it?
Rusty stares at him: enough bullshitting around.
DANNY
21.
Because yesterday I walked out of
the joint wearing my entire
wardrobe and you're colddecking
TeenBeat coverboys.
(beat)
Because the house always wins. You
play long enough, never changing
stakes, the house takes you.
Unless, when that special hand
comes around, you bet big. And then
you take the house.
A beat. Rusty smiles.
RUSTY
You're been practicing that speech,
haven't you?
DANNY
A little. Did I rush it? It felt
like I rushed it.
RUSTY
No, it was good.
They step aboard the elevator. As the door closes:
RUSTY
I wonder what Reuben will say?
Danny and Rusty look at each other.
TISHKOFF (V.O.)
You're out of your goddamn minds.
21 EXT. TISHKOFF'S OPULENT BACK YARD - LAS VEGAS - DAY 21
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.
TISHKOFF
Are you listening to me? You are,
both of you, nuts. I know more
about casino security than any man
alive. I invented it, and it cannot
be beaten. They got cameras, they
got watchers, they got locks, they
got timers, they got vaults. They
got enough armed personnel to
occupy Paris. Okay, bad example --
22.
DANNY
It's never been tried.
TISHKOFF
Oh, it's been tried. A few guys
even came close. You know the three
most successful robberies in Vegas
history?
22 INT. SANDS CASINO FLOOR - 1965 - FLASHBACK 22
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.
TISHKOFF (V.O.)
Number three. The bronze medal.
Pencilneck grabs a lockbox at the
Sands. He got two steps closer to
the door than any living soul
before him.
RESUME ACTION: Adlai Stevenson gets a taste of what NFL
quarterbacks experience every Sunday, five fold.
23 INT. FLAMINGO CASINO FLOOR - 1971 23
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.
TISHKOFF (V.O.)
Second most successful robbery. The
Flamingo '71. This guy actually
smelled fresh oxygen before they
got him.
RESUME ACTION: The billy club comes down -- whap! -- across
the hippie's skull and it's Chicago '68 all over again.
TISHKOFF (V.O.)
Course, he was breathing out of a
hose the next three weeks, goddamn
hippie.
24 EXT. REUBEN TISHKOFF'S BACK YARD - DAY - PRESENT 24
23.
TISHKOFF
And the closest any man has gotten
to robbing a Las Vegas casino --
25 EXT. CAESAR'S PALACE ENTRANCE - 1987 - FLASHBACK 25
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.
TISHKOFF
Outside of Caesar's in '87. He
came, he grabbed, he got conquered.
RESUME ACTION: BULLETS rip the man to shreds and he
collapses on Caesar's steps a bloody pulp.
26 EXT. REUBEN TISHKOFF'S BACK YARD - DAY - PRESENT 26
TISHKOFF
But what am I saying? You guys are
pros, the best. I'm sure you can
make it out of the casino. Of
course, lest we forget, once you're
out the front door, you're still in
the middle of the fucking desert!
Both Danny and Rusty look chastened.
RUSTY
You're right.
(to Danny)
He's right.
DANNY
Reuben, you're right. Our eyes are
bigger than our stomachs.
RUSTY
That's exactly it. Pure ego.
TISHKOFF
Yeah yeah blah blah.
DANNY
Thank you so much for setting us
straight. Sorry we bothered you.
They both rise to go.
24.
TISHKOFF
Look, we all go way back. I owe you
from that thing with the guy in the
place, and I'll never forget it.
DANNY
It was our pleasure.
RUSTY
I'd never been to Belize.
TISHKOFF
Give Dominic your addresses, I got
some remaindered furniture I wanna
send you.
Danny and Rusty begin to circle the pool to leave.
Tishkoff, of course, won't let them go that easily.
TISHKOFF
Just out of curiosity, which
casinos did you geniuses pick to
rob?
Danny stops, almost as if he's been waiting for this
question, which of course he has.
DANNY
The Bellagio, Mirage, and the
M.G.M. Grand.
TISHKOFF
(nostrils flared,
smelling a rat)
Those are Terry Benedict's casinos.
RUSTY
Say, you know, he's right.
Tishkoff waves them back, sipping on his umbrellaed
cocktail.
TISHKOFF
You guys -- Whadda you got against
Terry Benedict?
DANNY
What do you have against him?
That's the real question.
TISHKOFF
25.
He torpedoed my casino, muscled me
out, now he's gonna blow it up next
month to make way for another
fuckin' eyesore. Don't think I
don't see what you're doin'.
RUSTY
What are we doing, Reuben?
TISHKOFF
You gonna steal from Terry
Benedict, you better goddamn know.
This sorta thing used to be
civilized. You'd hit a guy, he'd
whack you. Done. But Benedict --
(bristles)
At the end of this he better not
know you're involved, not know your
names, or think you're dead.
Because he'll kill you, and then
he'll go to work on you.
DANNY
That's why we've got to be very
careful. We have to be precise. We
have to be well-funded.
TISHKOFF
Yeah, you gotta be nuts, too. And
you're gonna need a crew as nuts as
you are.
(pregnant silence)
Who do you have in mind?
Danny and Rusty both smile; they've hooked their fish. And
so it begins --
RUSTY (V.O.)
Alright. Who's in?
DANNY (V.O.)
Frank C. is in.
27 INT. CASINO OFFICE - ATLANTIC CITY 27
Frank Catton coughs mightily into a handkerchief. Across a
desk, his boss fills out paperwork.
DANNY (V.O.)
Frank C. has developed a bad case
of bronchitis and is putting in for
a transfer to warmer climates.
26.
28 EXT. LAS VEGAS AIRPORT - DAY 28
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."
DANNY (V.O.)
What about drivers?
29 EXT. VACANT, WEEDY DRAG RACETRACK - DAY 29
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.
RUSTY (V.O.)
I talked to the Malloys yesterday.
DANNY (V.O.)
The Mormon twins?
RUSTY (V.O.)
They're both in Salt Lake City, six
months off the job. I got the sense
they're having trouble filling the
hours.
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.
DANNY (V.O.)
Electronics?
27.
RUSTY (V.O.)
Livingston Dell.
30 INT. SURVEILLANCE VAN - DAY 30
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.
RUSTY (V.O.)
Livingston's been doing freelance
surveillance work of late for the
F.B.I. Mob Squad.
DANNY (V.O.)
How are his nerves?
RUSTY (V.O.)
Okay.
(beat)
Not so bad you'd notice.
As a FBI Man reaches to adjust a monitor --
LIVINGSTON
D-don't, don't-don't -- touch --
it.
FBI MAN #1
What?
LIVINGSTON
Do you see me pulling the gun out
of your holster and firing it?
FBI MAN #2
Hey, Radio Shack: relax.
31 EXT. SANTA MONICA BOARDWALK - LATER 31
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 --
32 INT. CAFE 32
28.
With a view of Livingston on the boardwalk. Danny and Rusty
wait for him over espressos.
RUSTY
(next item on his list)
Munitions.
DANNY
Phil Turentine.
RUSTY
Dead.
DANNY
No shit? On the job?
RUSTY
Sun cancer.
DANNY
You send flowers?
RUSTY
Dated his wife a while.
DANNY
(onto next candidate)
Basher --
RUSTY
(checks his watch)
We may be too late.
33 INT. BANK - CLOSE ON BASHER TARR - NIGHT 33
the explosives expert. A pair of goggles over his eyes
reflects a match being struck, then touched to a fuse.
BASHER
Sweet --
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.
BASHER
(to the rest of his gang,
his temper flaring)
You know, you guys had one job to
do.
29.
34 EXT. BANK - ONE MINUTE LATER 34
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.
35 EXT. POLICE CAR - LATER 35
Basher sits in the rear, handcuffed behind his back, feet
on the pavement. An explosives COP kneels in front of him.
COP
And that's all you used during the
event? Nothing else?
BASHER
Are you accusing me of booby-
trapping?
COP
Well, how 'bout it?
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.
RUSTY
Isn't that right, Basher?
BASHER
That's right.
RUSTY
(flashing badge, briefly)
Peck, A.T.F. Let me venture a
guess. A simple G4 mainliner,
double-coil, backwound, quick fuse
with a drag under 20 feet.
(off Cop's reaction)
That's our man. Tell me something
else. Have you checked him for
booby traps on his person? I mean
really checked, not just for
weapons --
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.
30.
RUSTY
Will you go find Griggs and tell
him I need to see him?
COP
Who?
RUSTY
(loud)
Just go find him, will you?
(as Cop stalks off; under
his breath)
How fast can you put something
together with what I passed you?
BASHER
Done. Thirty seconds all right?
RUSTY
From when?
BASHER
(as we hear something
SNAP from behind his
back)
Now.
MOVING WITH RUSTY AND BASHER
They're hurrying; ahead of them is a wall of squad cars, a
police cordon, and a crowd of onlookers.
RUSTY
Ten seconds?
BASHER
Not quite. Is Danny here?
RUSTY
Around the corner.
BASHER
Be good working with professionals
again.
(beat)
Okay: go.
And they both start running.
RUSTY
Everyone down! Get down! There's a
bomb in the --
31.
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.
36 INT. UNDER BIG TOP - DAY 36
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.
ANNOUNCER (V.O.)
(in Chinese, then
English)
Ladies and gentlemen: the amazing
Yen.
A funambulist (YEN) begins his high-wire act.
DANNY
So he can walk on a rope.
RUSTY
More than that.
DANNY
So he can juggle. We need a grease
man, not an acrobat. Who else is on
the list?
RUSTY
He is the list.
DANNY
Who else?
RUSTY
Watch.
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.
RUSTY
There's your grease man.
32.
37 EXT. SANTA MONICA PIER PARKING LOT - DAY 37
Danny and Rusty exit the circus tent, head for their car.
DANNY
We need Saul.
RUSTY
He won't come. He swore off the
game a year ago.
DANNY
He get religion?
RUSTY
Ulcers.
DANNY
You can ask him.
Rusty stops, stares at Danny, sighs.
RUSTY
I can ask.
38 EXT. DOG TRACK - BETTING WINDOW - MIAMI - DAY 38
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.
THROUGH TRACK LOBBY
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.
IN INFIELD
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.
SAUL
I saw you in the paddock before the
second race, outside the men's
room, when I placed my bet. I saw
you before you even got up this
morning.
33.
RUSTY
How ya been, Saul?
SAUL
Never better.
RUSTY
What's with the orange?
SAUL
My doctor says I need vitamins.
RUSTY
So why don't you take vitamins?
For the first time, Saul cranes his neck and shoots a look
up at Rusty.
SAUL
You come here to give me a
physical?
RUSTY
I got a box seat. Come on.
39 EXT. BOX SEATS - LATER 39
A waiter serves coffee to Rusty and Saul.
RUSTY
I thought you drank bloody Mary's
at the track, Saul.
SAUL
A man shouldn't drink on the job.
RUSTY
(re: race)
Who we rooting for here?
SAUL
Number four.
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.
SAUL
You gonna ask me? Or should I just
say no and get it over with?
RUSTY
34.
Saul, you're the best there is.
You're in Cooperstown. What do you
want?
SAUL
Nothin'. I got a duplex now, I got
wall-to-wall and a goldfish, I'm
seeing a nice lady, she works the
unmentionables counter at Macy's.
I've changed.
RUSTY
Guys like us don't change, Saul. We
stay sharp or we get sloppy, but we
don't change.
SAUL
Quit connin' me.
They watch the race.
RUSTY
That your hound way in the back
there?
SAUL
He breaks late. Everyone knows
this.
On the track: The dogs are now coming around the back
stretch, and the crowd on the bleachers rises, cheering.
SAUL
You gonna treat me like a grownup
at least? Tell me what the scam is?
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 (V.O.)
And Saul makes ten.
40 INT. BAR - NIGHT 40
35.
Danny and Rusty look weary from all this recruitment. A
nearby TV with the sound off plays a promo for an upcoming
Tyson fight.
DANNY
Ten should do it, don't you think?
(as Rusty shrugs)
You think we need one more?
(as Rusty shrugs)
You think we need one more.
(as Rusty shrugs)
Okay. We'll get one more.
41 INT. CROWDED SUBWAY CAR - CHICAGO 41
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.
LINUS
Sorry 'bout that.
STOCKBROKER
No problem, guy.
36.
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 --
42 INT. UNION STATION - SUBWAY STATION 42
-- The SUBWAY SQUEALS to a stop. Linus jumps out, leaving
his prey aboard, and a few moments later, Danny steps off,
too.
43 INT. UNION STATION - EVENING 43
The hurly-burly of rush hour in Union Station.
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.
44 EXT. UNION STATION - EVENING 44
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."
45 INT. MURPHY'S BAR - FIVE MINUTES LATER 45
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.
DANNY
Hi, Linus. Sit down.
LINUS
Who are you?
DANNY
A friend of Bobby Caldwell's. Sit
down.
37.
Linus balks, prideful, but sense finds a way, and he sits.
DANNY
Bobby told me about you. Said you
were the best set of hands he ever
saw. Didn't expect to find you
working wallets on the subway.
LINUS
That wasn't work, that was
practice.
Danny reaches into his jacket and sets a plane ticket on
the table. He keeps his hand over it.
DANNY
You're either in or out, right now.
LINUS
What is it?
DANNY
A plane ticket. A job offer.
LINUS
You're pretty trusting pretty fast.
DANNY
Bobby has every faith in you.
LINUS
Fathers are like that.
(off Danny's reaction)
He didn't tell you?
(as Danny shakes his
head)
He doesn't like me trading on his
name.
DANNY
You do this job, he'll be trading
on yours.
LINUS
What if I say no?
DANNY
We'll get someone else who won't be
quite as good. You can go back to
feeling up stockbrokers.
Linus considers. He looks down at the ticket, then at the
wallet. It's one or the other.
38.
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.
DANNY
That's the best lift I've seen you
make yet.
LINUS
Las Vegas, huh?
DANNY
America's playground.
And our MAIN THEME KICKS IN as we --
CUT TO:
46 EXT. LAS VEGAS - AERIAL VIEW - ESTABLISHING - DUSK 46
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.
47 INT. REUBEN TISHKOFF'S MANSION - LAS VEGAS - NIGHT 47
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
Trick or treat.
-- Livingston, Basher, Yen, the Malloys, Saul and Linus
crowding his doormat. A taxi-van pulls away behind them.
TISHKOFF
What, you guys get a group rate or
something?
48 INT. TISHKOFF'S LIVING ROOM - LATER 48
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.
39.
TURK
You make it out to Utah much, Saul?
SAUL
(last man you'd see in
the Tabernacle)
Not as much as I'd like.
TURK
You should. You'd like it. You'd
like Provo.
VIRGIL
(scarfing a jumbo shrimp)
Anybody see the salsa goes with
this?
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 (O.S.)
Gentlemen: welcome to Las Vegas.
Danny stands at the top of the stairs leading into the
room, flanked by Rusty and Tishkoff. He starts down.
DANNY
Everybody eaten? Good. Everybody
sober? Close enough. Most of you
know each other already. You
probably haven't met Linus Caldwell
before, he's Bobby's kid outta
Chicago.
Linus trades nods around the room.
DANNY
Okay. Before we start, nobody's on
the line here yet. What I'm about
to propose to you happens to be
both highly lucrative and highly
dangerous. If that doesn't sound
like your particular brand of
vodka, help yourself to as much
food as you like and safe journey.
No hard feelings.
(pauses, soberly)
Otherwise, come with me.
He turns and walks out of the living room, into another.
40.
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.
BASHER
What the hell.
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.
LINUS
Hi.
TISHKOFF
You're Bobby Caldwell's kid, huh?
LINUS
Yeah.
TISHKOFF
From Chicago?
LINUS
Yeah.
TISHKOFF
It's nice there. You like it?
LINUS
Yeah.
TISHKOFF
That's wonderful. Get in the
goddamn room.
49 INT. GAME ROOM 49
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 --
DANNY
41.
Gentlemen: the 14000 block of Las
Vegas Boulevard. Otherwise known as
the Bellagio, the Mirage, the
M.G.M. Grand. Together, they're the
three most profitable casinos in
Las Vegas --
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.
DANNY
Gentlemen: the Bellagio vault.
Located below the Strip, beneath
two hundred feet of solid earth. It
safeguards every dime that comes
through each of the three casinos
above it.
(beat)
And we're going to rob it.
Everyone takes a breath, awed.
LINUS
Smash-and-grab job, huh?
RUSTY
It's a little more complicated than
that.
Danny picks up a remote control and flips on a panel of
Tvs.
DANNY
Courtesy of Frank Catton, new
blackjack dealer at the Bellagio,
security tapes from the three
casinos.
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.
DANNY
42.
Okay. Bad news first. This place
houses a security system which
rivals most nuclear missile silos.
First: we have to get within the
casino cages --
RUSTY
(indicating)
-- here, here, and here --
DANNY
-- which anyone knows takes more
than a smile. Next: through these
doors, each of which requires a
different six-digit code changed
every twelve hours. Past those lies
the elevator, and this is where it
gets tricky: the elevator won't
move without authorized fingerprint
identifications --
RUSTY
-- which we can't fake --
DANNY
-- and vocal confirmations from
both the security center within the
Bellagio and the vault below - -
RUSTY
-- which we won't get.
DANNY
Furthermore, the elevator shaft is
rigged with motion detectors --
RUSTY
-- meaning if we manually override
the lift, the shaft's exit will
lock down automatically and we'll
be trapped.
DANNY
Once we've gotten down the shaft,
though, then it's a walk in the
park: just three more guards with
Uzis and predilections toward not
being robbed, and the most
elaborate vault door conceived by
man. Any questions?
Silence. For a moment, each man keeps his two dozen
questions or more to himself. At last, one speaks up --
43.
The Amazing Yen. In Cantonese. Of course, no one
understands him. Except Rusty.
RUSTY
(in response)
No. Tunneling is out. There are
Richter scales monitoring the
ground for one hundred yards in
every direction. If a groundhog
tried to nest there, they'd know
about it. Anyone else?
Another silence. Either the guys are too dumbfounded by
that bilingual exchange or too numbed by the task ahead of
them to speak.
TURK
You said something about good news
--
DANNY
(smiles, happy someone
asked)
The Nevada Gaming Commission
stipulates: a casino must hold in
reserve enough cash to cover every
chip at play on its floor. As I
mentioned, this vault services each
of the three casinos above it. That
means: during the week, by law, it
must hold anywhere from sixty to
seventy million dollars in cash and
coin. On a weekend, between eighty
and ninety million. On a fight
night, like the one two weeks from
tonight, the night we're going to
rob it, at least a hundred and
fifty million. Without breaking a
sweat.
(gazing about room)
Now there are eleven of us. Each
with an equal share. You do the
math.
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.
RUSTY
That's what I said.
Everyone seems suitably impressed by their share.
44.
SAUL
I have a question.
(as Danny turns to him)
Say we do get into the cage, and
through the security doors there,
and down the elevator we can't
move, and past the guards with
guns, and into the vault we can't
open --
RUSTY
Without being seen by the cameras.
DANNY
(off everyone's
astonishment)
Oh, right. Sorry. I forgot to
mention that.
SAUL
Say we do all that. We're just
supposed to walk outta there with a
hundred million dollars in cash on
us without getting stopped?
Danny smiles, his broad, sure-of-himself grin, the one
Rusty couldn't deny earlier and these guys won't deny now.
DANNY
Yeah.
Saul looks panic-stricken; like that, his ulcer has flared
up, and he pops a Rolaid in his mouth.
DANNY
Alright. Here's how we'll begin.
50 INT. MGM GRAND CASINO - DAY 50
MOVING WITH a cash cart as security guards push it past
tourists, past cocktail waitresses, past Linus sitting at a
blackjack table.
DANNY (V.O.)
First task: reconnaissance. I want
to know everything that's going on
in all three casinos. From the
rotation of the dealers to the path
of every cash cart --
51 INT. BELLAGIO - BREAK ROOM - DAY 51
45.
Two security TECHNICIANS on a smoke break grumble about
their sex lives. Across the room, Frank sits innocently
doing a crossword.
DANNY (V.O.)
I wanna know everything about every
guard, every watcher, anyone with a
security pass. I wanna know where
they're from, what their nicknames
are, how they take their coffee --
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 --
52 INT. MIRAGE CASINO - DAY 52
-- 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.
DANNY (V.O.)
Most of all, I want you guys to
know these casinos. They were built
as labyrinths, to keep people in. I
want you guys to know the quick
routes out.
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.
53 EXT. LAS VEGAS BOULEVARD - OUTSIDE THREE CASINOS - DAY 53
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.
DANNY (V.O.)
46.
Second task: power. On the night of
the fight, we're gonna throw the
switch on sin city. Basher, it's
your show.
Basher drops into the hole, pulling the cover over him, as
we PULL UP OVER the Bellagio and --
DISSOLVE TO:
54 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 54
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.
DANNY (V.O.)
Third task: surveillance. Casino
security has an eye and ear on
everything, so we'll want an eye
and ear on them. Livingston --
55 INT. BELLAGIO - LIVINGSTON'S ROOM - CLOSE ON SET OF 55
SCHEMATICS OF BELLAGIO - NIGHT
A page of the set Danny and Rusty "borrowed" from Kuehn &
Associates. Danny and Livingston study it.
WIDER
LIVINGSTON
Well, it's not the least accessible
system I've seen, but it's close. I
don't suppose they have a closed-
circuit feed I could tap into?
Danny shakes his head: no such luck.
LIVINGSTON
Then this is definitely a black bag
job. Do they employ an in-house
technician?
47.
Danny looks to Rusty who, behind them, tampers with
Livingston's audio-video setup: several portable monitors,
a laptop and modem, telephone headset, etc.
RUSTY
Two. And one of them is lonely.
DANCE MUSIC overwhelms the SOUNDTRACK --
56 INT. OLYMPIC GARDENS STRIP CLUB - NIGHT 56
-- 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.
DANCER
I'll be right back, honey. Don't
move a muscle.
TECHNICIAN
(drunk and in love)
Depends on the muscle.
She pouts, flirtingly, as she does for every idiot who
drops a line like that, then makes her way to --
57 EXT. OLYMPIC GARDENS STRIP CLUB - NIGHT 57
-- where Rusty waits for her, and when she slips him the
keycard, he slips her a c-note.
RUSTY
Thanks, Charmaine. I'll have it
back within the hour.
(as he goes)
Say hello to your mom for me.
DANCER
Say it yourself. She'll be onstage
in five minutes.
58 INT. BELLAGIO CASINO - NIGHT 58
48.
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.
TOURIST
Hey, watch it, bud --
59 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 59
As the balloons fill the frame of one monitor --
SLIM
433, we have visual impairment on
the east door camera.
60 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 60
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) --
SENTRY
Excuse me, sir: You're going to
have to move your balloons.
-- but Virgil's too busy picking a fight with the Tourist
(surprise, surprise: Turk Malloy) to listen.
VIRGIL
Who you calling 'bud,' pal?
TURK (TOURIST)
Who you calling 'pal,' friend?
VIRGIL
Who you calling 'friend' --
(can't think of another)
-- bud --
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.
61 INT. CAGE - HALLWAY 61
49.
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.
62 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY - ON MONITOR 62
NEXT TO BALLOON-CLOUDED ONE
Livingston appears and, as nonchalantly as he can, he
ambles down a hallway, then another, until he reaches --
63 INT. CAGE - HALLWAY 63
-- an unmarked door next to the entrance to the security
center. Livingston swipes his keycard to enter --
64 INT. CIRCUITRY ROOM 64
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 --
65 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 65
-- Virgil and Turk argue, nose-to-nose, "accidentally"
blocking the Sentry from the balloons --
VIRGIL
You hear about this new medical
discovery they made? It's called a
'sense of direction.' Apparently
we're all supposed to have one --
TURK
Yeah yeah yeah, whatever, balloon
boy.
SENTRY
Gentlemen, gentlemen --
66 INT. CIRCUITRY ROOM 66
50.
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 --
67 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 67
-- causes a brief, unnoticed blip on Slim's monitors --
68 INT. BELLAGIO - LIVINGSTON'S ROOM - NIGHT 68
-- and transmits all the views of the cages onto the
monitors upstairs. Danny and Rusty witness their
appearance.
DANNY
Why do they paint hallways that
color?
RUSTY
They say taupe is very soothing.
69 INT. CAGE - HALLWAY 69
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.
70 INT. BELLAGIO - LIVINGSTON'S ROOM 70
DANNY
Uh-oh.
71 INT. CAGE - HALLWAY 71
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.
51.
FAT
Hiya.
LIVINGSTON
Fine, thanks.
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.
FAT
Hey --
72 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 72
At last, the Sentry outmaneuvers Virgil and Turk and grabs
the balloons himself. Virgil quickly snatches them back...
VIRGIL
Hey -- get your own balloons.
73 INT. CAGE - HALLWAY 73
Livingston approaches the exit's keypad and swipes his
keycard: the light does not flash red-to-green.
FAT
(on his tail)
Hey --
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.
74 INT. BELLAGIO - LIVINGSTON'S ROOM 74
Danny and Rusty simultaneously lean forward.
75 INT. CAGE - HALLWAY 75
FAT
You dropped this.
Fat holds out Livingston's receiver and drops it in his
hand.
LIVINGSTON
Thanks.
52.
And he's out.
76 INT. BELLAGIO - LIVINGSTON'S SUITE - NIGHT 76
Danny and Rusty exhale.
DANNY
Well --
RUSTY
Yeah --
DANNY
Fourth task: construction --
77 INT. WAREHOUSE - DAY 77
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.
DANNY (V.O.)
We need to build an exact, working
replica of the Bellagio vault.
RUSTY (V.O.)
For practice.
DANNY (V.O.)
Something like that.
As Linus hauls in materials, Danny takes him aside.
DANNY
Fifth task: intelligence. We need
those codes, Linus. From the only
man who has all three.
LINUS
Benedict.
DANNY
Learn to love his shadow.
(back to the team)
Sixth task: transport --
LINUS
(young and eager)
Wait, wait, wait. All I get to do
is watch him?
53.
DANNY
For now. You gotta walk before you
crawl.
RUSTY
(to Linus, correcting
Danny)
Reverse that.
DANNY
(toward the Malloys)
Sixth task: transport --
78 EXT. BILLY TIM'S VAN AND TRUCK DEALERSHIP - OFFICE - DAY 78
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.
BILLY TIM
I'm sorry: eighteen-five each is
the best offer I can make you.
FRANK
(playing a bit of a
dandy)
Oh, I understand perfectly. They
are beautiful vans. Well, I thank
you for your time, Mister--?
BILLY TIM
Denham. Billy Tim Denham.
FRANK
Yes, Denham, like a jean.
(they shake)
You know: you have lovely hands --
do you moisturize?
BILLY TIM
I'm sorry?
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.
FRANK
54.
I swear by it. I try all sorts of
lotions. I went through a
fragrance-free period last year,
but now I'm liking this new brand
fortified with rose hip. My sister,
you know, she uses the aloe vera
with the sun screen built in --
BILLY TIM
(just can't get his hand
back)
Uh-huh. You said you'd be willing
to pay in cash?
FRANK
I did. You know: they say cinnamon
is wonderful for your pores. Read
that on the internet. And that
ideally you should be wearing
gloves to bed, but I find that
would interfere with my social
agenda. Problem is: I get a
reaction to camphor so I can't use
traditional remedies --
BILLY TIM
If you could pay cash, I could
probably drop the price a little.
To, say, seventeen --
(as Frank squeezes a
little)
-- sixteen each.
FRANK
(big smile)
That would be lovely.
79 INT. WAREHOUSE - BACK TO DANNY - DAY 79
overseeing the construction, reviewing his list of tasks on
his fingers, suspecting he's missed one.
DANNY
-- Power, surveillance, transport -
-
TISHKOFF
Anything I can do?
Danny's eyes flash from Tishkoff to Saul, behind him,
dressed in his usual frumpy attire: that's what he missed.
55.
DANNY
Get your wallet.
80 INT. HABERDASHERY 80
A tailor fits Saul for the finest suits Tishkoff's money
can buy. As Saul smoothes out a coat sleeve- -
SAUL
This is nice material.
DANNY
It's Armani, Saul.
SAUL
It's very nice.
Saul's not fooling anyone: he's scared, right down to his
Florsheims. Danny nods to the tailor: "Give us a moment."
DANNY
Saul, you sure you're ready to do
this?
Saul turns away, and when he faces Danny again, his entire
aspect has changed: His features stone, his eyes icicles.
SAUL
If you ever question me again,
Daniel, you won't wake up the
following morning.
They exchange a long, fierce glance; Saul's eyes never
waver.
DANNY
You're ready.
Danny signals Tishkoff: let's pay, and Saul immediately
slumps into his old self. To a mirror, he practices --
SAUL
Hello. My name is Lyman Zerga --
(this time a little
deeper)
My name is Lyman Zerga --
81 INT. LIMOUSINE - DAY 81
56.
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 --
SAUL
My name is Lyman Zerga -- My name
is Lyman Zerga --
Danny passes him an envelope full of $100 bills.
DANNY
There's a little over twenty grand
there, Saul. Try to make it last.
Saul pats down his pockets for something he can't find.
SAUL
You seen my --
DANNY
(handing him Rolaids)
Bought you a fresh roll.
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.
VIRGIL
Mr. Zerga, we're here.
DANNY
Good luck, Lyman.
SAUL
(hesitates, then gets
out)
Luck is for losers.
82 INT. BELLAGIO CASINO - DAY 82
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.
V.I.P. CONCIERGE
Good afternoon, sir. How can I be
of service?
SAUL
57.
My name is Lyman Zerga. I'd like a
suite, please.
V.I.P. CONCIERGE
Do you have a reservation with us?
SAUL
(long glare at him)
I don't make reservations.
A longer glance at Lyman's bodyguards tells the Concierge
this is not a man to be denied. As he jumps to it --
83 INT. OUTSIDE RESTAURANT'S ENTRANCE - DAY 83
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.
RUSTY
Okay. Tell me about Benedict.
LINUS
The guy is a machine.
84 EXT. BELLAGIO CASINO - DAY - SUPER SLOW MOTION 84
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.
LINUS (V.O.)
He arrives at the Bellagio every
day at two p.m. Same Town Car, same
driver. Remembers every valet's
name on the way in. Not bad for a
guy worth three-quarters of a
billion.
85 INT. BELLAGIO - ELEVATOR BAY - SUPER SLOW MOTION 85
The doors open, and Terry Benedict steps out. Linus watches
from a craps table.
LINUS (V.O.)
Offices are upstairs. He works
hard, hits the lobby floor at seven
on the nose.
58.
86 INT. BELLAGIO CASINO - NIGHT - SUPER SLOW MOTION 86
From a balcony, Benedict stands overlooking the casino
floor. His CASINO MANAGER approaches and they confer.
LINUS (V.O.)
Spends three minutes on the floor
with his casino manager.
RUSTY (V.O.)
What do they talk about?
LINUS (V.O.)
All business. Benedict likes to
know what's going on in his
casinos. There's rarely an incident
he doesn't know about or handle
personally.
87 INT. HIGH ROLLERS' ROOM - SUPER SLOW MOTION 87
Benedict works the room. He speaks to a Japanese High
Roller in Japanese, to a Swiss in German, etc.
LINUS (V.O.)
He spends a few minutes gladhanding
the high rollers. He's fluent in
Spanish, German and Italian, and
he's taking Japanese lessons,
getting pretty good at it. He's out
by seven-thirty, when an assistant
hands him a black portfolio.
Contents: the day's take and new
security codes. Then he heads to
the restaurant.
Indeed, as Benedict makes his exit, an assistant hands him
a black portfolio.
88 INT. BELLAGIO CASINO - OUTSIDE RESTAURANT 88
Rusty and Linus watch the entrance: No one enters.
LINUS
Give him another ten seconds.
Around the corner comes Benedict, carrying his black
portfolio.
LINUS
As I said: a machine.
59.
RUSTY
And that portfolio contains the
codes to all the cage doors?
LINUS
Two minutes after they've been
changed, he's got 'em in hand.
(beat)
I'll tell you: you guys picked a
helluva target. He is as smart and
ruthless as they come. The last guy
caught cheating here, Benedict not
only sent him up for ten years, he
got the bank to seize the guy's
home and bankrupted --
RUSTY
-- his brother-in-law's tractor
dealership, I heard.
LINUS
He doesn't just go after your
knees, he goes after your
livelihood. And everyone-you-ever-
met's livelihood.
RUSTY
You scared?
LINUS
You suicidal?
RUSTY
Only in the morning.
(beat)
Now what?
LINUS
Now comes the girl -- if she comes
in after he does, that means
they're in a snit.
RUSTY
Where's she come from?
LINUS
The museum downstairs. She's the
curator there. Wait -- here she is.
You'll like this.
60.
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.
LINUS
I don't know if we can use her yet.
I haven't even caught her name.
RUSTY
Tess.
LINUS
What?
RUSTY
(looks very certain about
this, very certain and
very upset)
Her name is Tess.
89 EXT. WAREHOUSE - NIGHT 89
Construction continues into the wee hours.
90 INT. WAREHOUSE - NIGHT 90
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.
TISHKOFF
This looks familiar. Where'd you
get this?
VIRGIL
Off your Rolls.
TISHKOFF
Danny! Tell 'em not to touch the
Rolls!
61.
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.
DANNY
29:47. Everything okay in there?
Yen responds. Of course, Danny doesn't understand him. But
Rusty does, appearing behind him.
RUSTY
But what doesn't beat the shit out
of being a circus performer?
Danny turns to Rusty: he looks very, very serious.
91 EXT. WAREHOUSE - NIGHT 91
Danny and Rusty adjourn from the warehouse.
DANNY
What is it?
RUSTY
Tell me this isn't about her. Or
I'll walk off the job right now.
(off Danny's reaction)
Tess. She's with Terry Benedict
now. Tell me this isn't about
screwing the guy who's screwing
your wife.
DANNY
Ex-wife.
RUSTY
Tell me.
DANNY
It's not. About that. Entirely.
A beat.
DANNY
You said you needed a reason. Well,
this is mine.
(beat)
62.
When we started in this business,
we had three rules. We weren't
gonna hurt anybody. We weren't
gonna steal from anybody didn't
have it coming. And we were gonna
play the game like we had nothing
to lose. Well, I lost something.
Someone. That's why I'm here.
A beat.
RUSTY
Here's the problem: we're stealing
two things now. And when push comes
to shove, if you can't have both,
which are you gonna choose? And
remember: Tess doesn't divide
eleven ways.
A beat.
DANNY
If things go to plan, I won't be
the one who has to make that
choice.
The two men stand quietly for a moment.
DANNY
How'd she look by the way? Tess --
RUSTY
I've seen her happier.
CLOSE ON PICASSO'S WOMAN WITH GUITAR
TESS (V.O.)
'Radiant' is the word. Absolutely
radiant.
92 INT. BELLAGIO ART GALLERY - DAY 92
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.
63.
TESS
He painted it in the summer of
1912, after the break-up with
Fernande Olivier.
SELLER
She must have put him through hell.
TESS
You can see the conflict. He makes
her both erotic and grotesque. He's
hopelessly drawn to her, and yet
she drives him crazy.
AIDE-DE-CAMP
(checking his watch)
Mr. Santaniello has an early
flight. Do you think Mr. Benedict
will be late?
TESS
Mr. Benedict is never late.
Just then the double doors to the gallery swing open, and
Terry Benedict enters, right on time.
He is elegant, beaming, commanding. All that's missing is a
blare of trumpets.
BENEDICT
Am I late?
TESS
Not at all, Mr. Benedict.
(greeting him)
Allow me to introduce to you Mr.
Jean Santaniello.
BENEDICT
(to Seller)
Mr. Santaniello, I apologize if I
kept you. I had to iron out a few
issues with my fight promoter. I
gave him an unlimited budget, and
he exceeded it.
SELLER
I understand it's going to be a
hell of a fight.
BENEDICT
We hope.
64.
Tess angles Benedict toward the painting.
TESS
Here it is.
Benedict moves toward the painting, and as he does he
catches Tess in his glance, and his smile deepens. Then:
BENEDICT
Magnificent! I've been following
her for fifteen years now. At last
I've made her a home.
(to Tess)
All the arrangements and so forth -
-
SELLER
Done. She's yours.
BENEDICT
Not mine. She belongs to everyone
who comes into my hotel. Isn't that
right, Ms. Ocean?
TESS
Yes, Mr. Benedict.
BENEDICT
She's lovely, isn't she?
(as the Seller is
confused; Benedict
specifies painting)
I can't be the only one who was
after her.
SELLER
You're the only one who met my
price.
BENEDICT
Ah, but this -- You can't put a
price on beauty. But I shouldn't
philosophize. I own casinos, after
all.
AIDE-DE-CAMP
Can we get a quick shot? Mr.
Santaniello has a plane to catch.
BENEDICT
Of course, of course.
Tess understands: she is not to be part of the photo.
65.
Benedict and the Seller pose together and --
Flash!
93 INT. BELLAGIO ART GALLERY - LATER 93
The Seller exits with the Aide-De-Camp in tow. Benedict
remains, enthralled by the painting. Tess appears beside
him.
TESS
You like it?
BENEDICT
I like that you like it.
(beat)
I have some bad news from the world
of high fashion. It seems Mike
Tyson will be wearing red on
Saturday night. Red trunks with a
white stripe.
TESS
Oh?
BENEDICT
And you, as I recall, will be
wearing a red Donna Karan? And when
the TV cameras pick us up in the
front row, that red dress --
TESS
I see.
BENEDICT
He's a charming man, but no one's
going to be watching him when they
can make a study of you. I've asked
Paolo to find three or four things
for you to try. I hope you're not
too disappointed.
She is, but she buries it.
BENEDICT
Are you sure?
She nods, smiles faintly.
BENEDICT
I'll see you tonight.
66.
Instinctively she leans in to kiss him. He recoils ever so
slightly.
TESS
What? We're alone.
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.
BENEDICT
In my hotels, there's always
someone watching.
But he kisses her anyway.
TESS
I'll see you tonight.
He glances once more on the Picasso as he moves away.
BENEDICT
Actually, I do like it.
And Tess remains, thinking: he's rich, he's handsome and
wooing, but is she happy?
94 INT. HIGH ROLLERS' ROOM - NIGHT 94
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?
SAUL
I don't believe in weakness. It
costs too much. I don't believe in
questions, either.
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.
BENEDICT
Eddie. Anything for me?
PIT BOSS
67.
Mr. Zerga, sir. Lyman Zerga. In the
third position. Wishes to speak
with you privately.
BENEDICT
Who is he?
PIT BOSS
Businessman of some kind, working
mostly in Europe. He's very vague,
but I asked around. Word is he
deals primarily in arms. One of the
biggest.
BENEDICT
Zerga? Never heard of him.
PIT BOSS
Yessir. That's why I don't doubt
it.
BENEDICT
He's staying here?
PIT BOSS
Checked in two nights ago, sir.
He's in the Mirador suite.
BENEDICT
How's he doing?
PIT BOSS
Up. Almost forty grand.
BENEDICT
(knowing he can't duck
this)
Good for him...
95 INT. BELLAGIO - RESTAURANT - SAME TIME 95
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 when a pair of hands slips over her shoulders and starts
to caress her arms.
TESS
(without looking at him)
You're thirty seconds late. I was
about to send out a search party --
(recognizing the hands,
she turns, stunned)
68.
Danny --
DANNY
(standing over her,
grinning)
Hello, Tess.
TESS
(thrilled and petrified
and stunned to see him,
but outraged mostly)
What are you doing here?
DANNY
I'm out.
TESS
You're out.
DANNY
Of prison. You remember. The day I
went for cigarettes and never came
back. You must have noticed.
TESS
I don't smoke.
(as he sits)
Don't sit --
DANNY
(but he does)
They said I'd paid my debt to
society.
TESS
Funny, I never got a check.
Danny smiles. Tess stares daggers.
TESS
You can't stay.
DANNY
It's good to see you.
DANNY
You're not wearing your ring.
A beat.
TESS
69.
I sold it. And I don't have a
husband. Or didn't you get the
papers?
DANNY
My last day inside.
TESS
I told you I'd write.
Danny reaches his hand (ringed) for hers (ringless), but
she removes it from the table.
TESS
Danny. Go. Now. Before --
DANNY
Benedict?
She freezes: Danny knows. He smiles: it's okay. Then, to a
passing waiter:
DANNY
(his fingers two inches
apart)
Whiskey and --
(then one inch apart)
-- whiskey.
TESS
Danny --
DANNY
You're doing a great job curating
the museum.
She sighs, exasperated.
DANNY
The Vermeer is quite good. Simple
but vibrant. Although his work
definitely fell off as he got
older.
TESS
Remind you of anyone?
DANNY
And I still get Monet and Manet
confused. Which one married his
mistress?
TESS
70.
Monet.
DANNY
Right. Manet had syphilis.
TESS
They also painted occasionally.
A beat.
DANNY
You don't know how many times I
played this conversation out in my
head the last two years.
TESS
Did it always go this poorly?
DANNY
Yes.
TESS
Sounds frustrating.
DANNY
You were never easy.
(as she shrugs)
Okay. I'll make this quick. I came
here for you. I'm gonna get on with
my life, and I want you with me.
TESS
You're a thief and a liar.
DANNY
I only lied about being a thief.
But I don't do that anymore.
TESS
Steal?
DANNY
Lie.
TESS
I'm with someone now who doesn't
have to make that kind of
distinction.
DANNY
No, he's very clear on both.
TESS
71.
Nice. Work on that for two years,
too?
DANNY
Year and a half.
A light smile from Tess.
TESS
Do you know what your problem is?
DANNY
I only have one?
TESS
You've met too many people like
you.
(then)
I'm with Terry now.
DANNY
Does he make you laugh?
TESS
He doesn't make me cry.
96 INT. HIGH ROLLERS' ROOM - SAME TIME 96
At the table, Saul bets heavily for the bank. Benedict
approaches, stands off to the right, watching.
HIGH ROLLER
(to Saul, noticing his
heavy bet)
You don't want to get in the hole
too heavy to this Benedict. A
friend of mine once borrowed a
hundred g's from the guy. Two
months went by, Benedict hadn't
heard from him, he calls my friend
up, asks 'Where's my money?' I'll
get to it when I get to it,' my
friend says. Half hour later
Benedict's in my friend's hotel
room, dangling him off his 10th
floor balcony by his feet. 'You
gonna get to it now?'
High Roller turns over a nine. Saul wins.
FRANK
Bank wins -- natural nine.
72.
Benedict steps forward.
HIGH ROLLER
Hiya, Terry.
BENEDICT
Mr. Weintraub. How's everything?
HIGH ROLLER
Eh. They put too much grenadine in
my Shirley Temple.
BENEDICT
And here I thought you were
drinking vodka.
(turning attention to
Saul)
Mr. Zerga.
SAUL
Mr. Benedict. I recognize you from
the TV. You know, nine casinos out
of ten, owner comes up in the
middle of the hand to ask me what I
want. I respect your waiting.
BENEDICT
You're the guest, sir.
SAUL
And I have to impose on your
hospitality. Can you sit in for a
hand?
BENEDICT
I'd love to, Mr. Zerga, but the
gaming board would feed me to my
white tigers.
SAUL
That's a shame. You're the king of
Vegas and you have to play craps in
the alley.
BENEDICT
No shame at all. Reminds me of my
youth.
CORNER - MOMENT LATER
Benedict and Saul are huddled in a corner.
SAUL
73.
The fight is Saturday, is it not?
BENEDICT
Yes. I can get you seats --
SAUL
No, no. Hand-to-hand combat doesn't
interest me. I have a package
arriving here Saturday evening. A
black briefcase, standard size, the
contents of which are very valuable
to me.
BENEDICT
I'd be happy to put it in the house
safe for you.
SAUL
The house safe is for brandy and
grandmother's pearls. I'm afraid I
need something more secure.
BENEDICT
I can assure you, the house safe is
utterly --
SAUL
(his looks stops
Benedict)
I can assure you, Mr. Benedict,
your generosity in this matter will
not go overlooked. Now: what can
you offer me besides the safe?
Saul's eyes are pure steel: he is not a man familiar with
being denied. And Benedict recognizes that fact.
97 INT. BELLAGIO - RESTAURANT - SAME TIME 97
TESS
See, the kind of people you steal
things from, they have insurance to
compensate them. They get made
whole again. I had to leave New
York to get away from what
happened. How do I get my five
years back, Danny?
DANNY
You can't. But what you can do is
not throw away another five years.
74.
TESS
You don't know anything about --
DANNY
(leaning in)
Listen, you don't love me anymore,
you want to make a life with
someone else? Fine, I'll have to
live with that. But not him.
TESS
Spoken like a true ex-husband.
DANNY
I'm not joking, Tess.
TESS
I'm not laughing.
(beat)
You have to admit there's a
conflict of interest when you give
me advice about my love life.
Danny exhales and leans back.
DANNY
Yes. But that doesn't mean I'm
wrong.
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.
TESS
Do you remember what I said to you
when we first met?
DANNY
You said: you better know what
you're doing.
TESS
Do you? Now? Because -- truly --
you should walk out the door if you
don't.
DANNY
I know what I'm doing.
BENEDICT
What are you doing?
75.
Terry Benedict is hovering over them, fresh from his
meeting with Saul.
DANNY
Catching up.
TESS
Terry, meet my ex-husband --
DANNY
(extending his hand)
Danny Ocean.
BENEDICT
(taking it)
Mr. Ocean.
(to Tess)
Forgive me for being late. A guest
required my attention.
TESS
Danny was just walking through the
restaurant and spotted me.
BENEDICT
Is that right?
DANNY
I was shocked myself. Imagine the
odds.
BENEDICT
'Of all the gin joints in all the
world--'
(beat)
You've been in prison until
recently, isn't that right? How
does it feel to be out?
DANNY
About the same. Everything you want
is still on the other side.
BENEDICT
There's the human condition for
you.
TESS
Terry, Danny was just about to...
DANNY
I just wanted to say hello. For old
time's sake.
76.
BENEDICT
Stay for a drink, if you like.
TESS
He can't --
DANNY
(simultaneously)
-- I can't.
An awkward silence. Benedict takes Tess's hand in his.
BENEDICT
Well, then I don't imagine we'll be
seeing you again, Mr. Ocean.
DANNY
You never know.
BENEDICT
I know everything that happens in
my hotels.
DANNY
So I should put those towels back.
BENEDICT
The towels you can keep.
DANNY
(smiles, rises)
Good seeing you, Tess.
TESS
Take care, Danny.
Danny goes. When he's out the door --
TESS
I'm sorry --
BENEDICT
(like lightning)
Don't be.
98 EXT. OUTSIDE RESTAURANT 98
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.
77.
Linus is tailing him, ten steps back. He stops, glances
back at the restaurant quizzically, then continues
following Danny.
99 INT. BASHER TARR'S HOTEL ROOM - DAY 99
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.
MAID (O.S.)
House cleaning.
BASHER
(eyes never leave his
work)
Just jumping into the shower, can
you come back later?
The maid moves on, on TV: A Reporter broadcasts live.
REPORTER (V.O.)
We're here at the historic Paradiso
Hotel and Casino, once the prize
resort of Las Vegas, now seconds
away from demolition --
100 EXT. PARADISO HOTEL - ON STRIP - DAY 100
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.
REPORTER
-- and here's Reuben Tishkoff,
former owner of the Paradiso, come
to bid farewell to his fabled
resort and wish Terry Benedict all
the best with his future plans for
the property- -
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 --
78.
BENEDICT
Good to see you.
REUBEN
Go shit in your mouth.
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 --
BENEDICT
I hope there's as much dynamite in
the Paradiso as there will be in
this Saturday's fight.
-- and -- WHOOMPH, the PLUNGER comes down and write your
own onomatopoeia here, the PARADISO IMPLODES.
Reuben wipes a tear from his eye.
REUBEN
G'bye, honey --
101 INT. BASHER TARR'S HOTEL ROOM - SAME TIME 101
As the Paradiso crumbles outside his window, the lights and
TV in his room flicker and go out.
BASHER
Shit.
As he scrambles out the door, making sure to post a "Do Not
Disturb" sign.
RUSTY (V.O.)
Saturday day is yours. Do whatever
you like with it.
102 INT. TISHKOFF'S - GAME ROOM - NIGHT 102
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.
RUSTY
79.
Call is at five-thirty. Makeup and
costume. Saul's package arrives at
seven-fifteen, and Linus grabs our
codes. All goes well there and
we're a go. Seven-thirty Virgil and
Turk deliver Yen and we're
committed. From that point, we have
thirty minutes to blow the power or
he suffocates.
We DESCEND ONTO the miniature of the vault, then --
DISSOLVE TO:
103 INT. BELLAGIO VAULT - NIGHT 103
FROM ABOVE, DESCENDING STILL: This is the Real Deal. The
Bellagio vault. A clock reads: 8:03.
RUSTY (V.O.)
Once the electricity goes, all
entry points to the vault and its
elevator will automatically lock
down for two minutes. That's when
we make our move --
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.
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.
RUSTY
Okay: they've put you in the middle
of the room, far from everything.
You have to get from here to the
door without touching the floor.
What do you do?
A WIDER ANGLE reveals we're --
104 INT. WAREHOUSE - NIGHT 104
80.
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.
FRANK
Fin says he shorts it.
LIVINGSTON
Make it a sawbuck.
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.
BASHER
(and he's not happy)
We're in deep shit.
105 EXT. WAREHOUSE - NIGHT 105
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.
BASHER
The damn demo crew didn't use a
coaxial lynch to back the mainline!
Onioned the mainframe couplet!
Reuben leans into Livingston.
REUBEN
You understand any of this?
LIVINGSTON
I'll explain later.
BASHER
Blew the backup grid one by one!
Like dominoes!
DANNY
(as he hardly understands
this either)
Basher. What happened?
81.
106 INT. VEGAS SEWERS - THAT AFTERNOON - FLASHBACK 106
A cabal of city engineers investigates subterranean fuse
boxes, and Basher tails them, hiding near a waterfall of
effluent.
BASHER (V.O.)
They did exactly what I planned to
do. Only they did it by accident.
Now they know their weakness. And
they're fixing it.
An ECHOING FOOTSTEP draws the attention of the city
engineers, and Basher retreats into the waterfall.
107 INT. TISHKOFF'S LIVING ROOM - NIGHT - PRESENT 107
Basher towels off his hair.
DANNY
So --
BASHER
So unless we decide to do this job
in Reno, we're screwed.
Danny rises and paces, frustrated. He's come too far for
things to go awry now.
RUSTY
We could --
DANNY
By tomorrow?
Danny keeps pacing; Rusty hangs his head and thinks; Basher
dries his hair.
BASHER
(an idea occurs to him)
We could use a pinch.
Danny stops; Rusty looks up.
DANNY
What -- is a pinch?
108 INT. LAB - DAY 108
Scientists demonstrate the pinch, a lithium wire in a glass
vacuum tube the size of a small refrigerator.
82.
BASHER (V.O.)
A pinch is the equivalent of a
cardiac arrest for any broad-band
electrical circuitry. Or better
yet: A pinch is a bomb -- but
without the bomb. Every time a
nuclear weapon detonates, it
unleashes an electromagnetic pulse
which shuts down any power source
within its vicinity. That tends not
to matter in most cases because the
nuclear weapon destroys everything
you might need power for anyway.
Now a pinch creates a similar
electromagnetic pulse, but without
the headache of mass destruction
and death. So instead of Hiroshima,
you get the Seventeenth Century.
109 INT. TISHKOFF'S LIVING ROOM - NIGHT 109
RUSTY
For how long?
BASHER
About ten seconds.
DANNY
Could a pinch take out the power of
an entire city? Like, I don't --
BASHER
Las Vegas?
(beat)
But there's only one pinch in the
world big enough to handle it.
Danny and Rusty trade a look: They have their answer.
DANNY
Where?
BASHER
(a beat, then balefully)
Pasadena.
110 EXT. CAL TECH CAMPUS - NIGHT 110
Headlights hit a sign: "Cal Tech. HIGH-SECURITY AREA. KEEP
OUT." A white VAN SHOOTS PAST it.
83.
111 INT. WHITE VAN - NIGHT 111
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.
DANNY
(to Basher and Yen)
You two ready?
They nod and, with Danny, start out the van's rear door.
Linus starts to follow but --
DANNY
What are you doing?
LINUS
Coming with you.
Danny smiles and shakes his head.
LINUS
(furious)
But --
The van door slams in his face.
112 EXT. LABORATORY - AT PERIMETER DOOR - NIGHT 112
Danny picks a lock, then he, Yen, and Basher disappear into
the lab's interior.
113 INT. WHITE VAN 113
Linus twiddles his thumbs, tired of being seated at the
kids' table. Meanwhile, up front, another Mensa meeting has
been called to order --
VIRGIL
Are you a man?
TURK
Yes. Nineteen.
VIRGIL
Are you alive?
TURK
Yes. Eighteen.
84.
VIRGIL
Evel Knievel.
TURK
Shit! Okay, your turn- -
SAME SCENE - LATER
VIRGIL
Co-sign squared over .0455.
TURK
No. Co-sign squared over .0415.
VIRGIL
.04-five-five.
TURK
One-five.
VIRGIL
You're so wrong.
TURK
You don't know your string theory,
bitch.
SAME SCENE - LATER
After a spell of silence --
VIRGIL
Mom told me she loves me more.
TURK
She told me she was going to tell
you that.
ON LINUS
TURK (O.S.)
Stop it.
VIRGIL (O.S.)
Make me.
TURK (O.S.)
Stop it.
VIRGIL (O.S.)
Make me.
85.
They can be heard WRESTLING. Linus has had enough. He
sneaks out the van's back door without the Malloys hearing
him.
AT PERIMETER DOOR
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.
114 INT. VAN 114
Turk and Virgil are still wrestling as the trio appears.
Danny, Basher and Yen pile in the back.
DANNY
We got it. Let's go.
Turk floors it, and they're off.
DANNY
Wait a minute.
Turk brakes, and they're not.
DANNY
Where's Linus?
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
There he is.
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.
86.
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.
VIRGIL (O.S.)
One of us should help him.
BASHER
(who speaks Danny's mind)
Then there'll be two of us who need
saving.
DANNY
He knows where we are.
DANNY'S POV
Both sets of guards appear on the rooftop, and find no
Linus between them, he's disappeared.
TURK (O.S.)
Where'd he go?
BACK TO SCENE
Danny and Basher slowly turn: Turk and Virgil crouch inches
behind them, wanting to spectate as well.
TURK
(off Danny's look)
What?
(then, realizing their
goof, to his brother,
remonstratively)
Would you -- shouldn't someone be
behind the wheel?
CRASH!
116 EXT. LABORATORY - NIGHT 116
87.
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.
117 INT. VAN 117
DANNY
Alright, back it up, back it up!
Virgil leaps into the driver's seat, shifts into reverse.
118 EXT. VAN 118
Linus runs along the overhang, then leaps down, onto the
reversing van, and rolls along its roof and down its
windshield.
THROUGH the windshield: Virgil jabs his thumb over his
shoulder: get in the back.
DANNY
(appearing from the rear
doors)
C'mon, c'mon --
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!
YEN
Ahhh!
119 INT. WHITE VAN 119
as it hurtles away. Basher tends to Yen, cradling his hand,
and Danny stares down Linus, breathless.
DANNY
I say stay in the van, you stay in
the van, got it? 'Cause you lose
focus for one second in this game,
and someone gets hurt.
LINUS
(he's had just about
enough of Danny's shit)
I got it.
They continue staring daggers at one another as --
88.
120 EXT. VAN 120
The van pulls away into the night.
JIM LAMPLEY (V.O.)
It's fight night in Las Vegas --
121 EXT. LAS VEGAS - DAY 121
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.
JIM LAMPLEY (V.O.)
-- people are flooding in from all
over the country to see what has
been dubbed the 'Fight to End All
Fights' --
122 EXT. LAS VEGAS - DAY 122
JIM LAMPLEY broadcasts live from a mobbed Strip.
JIM LAMPLEY
-- and even though it's still five
hours 'til the opening bell, the
energy here is fever-pitched.
123 INT. BELLAGIO CASINO 123
Every table is in play, every seat filled.
124 INT. BELLAGIO SECURITY CENTER - THE EYE IN THE SKY 124
The Bellagio's CASINO MANAGER (the one Linus spied with
Benedict before) checks in with his watchers.
MANAGER
How we doing?
125 INT. MIRADOR SUITE - DAY 125
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.
WATCHER (V.O.)
89.
(over Livingston's
headset)
Cotton couldn't be taller.
IN MIRADOR SUITE BATHROOM
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.
TISHKOFF
Where are they? That's what I want
to know. Where are they?
SAUL
(as Lyman)
They'll be here.
TISHKOFF
(to himself, mocking
"Lyman")
'They'll be here.' Thanks a lot,
Fidel.
AT LIVINGSTON'S CONSOLE
Punching up a new set of views from the Eye In The Sky,
Livingston thrusts forward, alarmed by one.
LIVINGSTON
Yikes.
126 INT. BELLAGIO CASINO - LOBBY - DAY 126
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.
127 INT. ELEVATOR 127
Riding up.
RUSTY
You boys have a nice trip?
90.
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.
LIVINGSTON
We have a problem.
128 INT. MIRADOR SUITE - ON LIVINGSTON'S LAPTOP - DAY 128
A mug-shot of Danny, complete with vital information:
height, weight, criminal history.
LIVINGSTON
You've been red-flagged. It means
the moment you step on the casino
floor, they'll be watching you.
Like hawks. Hawks with video
cameras.
DANNY
This is a problem.
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.
RUSTY
Saul: time to get out.
SAUL (O.S.)
(as Lyman)
It's time when I say it is.
RUSTY
Now!
We hear HIM JUMP-TO-IT out of the tub.
SAUL (O.S.)
(himself again)
I'm out.
RUSTY
(back to Danny)
You have any idea how this
happened?
Before Danny can answer --
LINUS
91.
I do. He's been chasing Benedict's
woman. Got into a real snarl with
him two nights ago.
(off Danny's look)
I was tailing you.
DANNY
Who told you to do that?
Before Linus can answer --
RUSTY
I did.
(he and Danny hold a
stare)
I knew you couldn't leave Tess
alone.
TISHKOFF
Who's Tess?
DANNY
My wife.
RUSTY
Ex-wife.
SAUL
(appearing in a bathrobe)
Tess is here?
RUSTY
(eyes still on Danny)
I'm sorry. I didn't know if it
would sting you, but it did.
(the most difficult words
he's ever had to say)
You're out, Danny.
TISHKOFF
He's out?!
RUSTY
It's that or we shut down right
now. His involvement puts us all at
risk.
Danny and Rusty face off, furious with each other.
DANNY
This isn't your call.
RUSTY
92.
You made it my call. When you put
her ahead of us. You made it mine.
DANNY
This is my job.
RUSTY
Not anymore.
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.
TISHKOFF
But, but -- he can't just be out.
Who's gonna take his place?
Rusty turns to Linus.
RUSTY
Kid, you up for it?
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.
RUSTY
(to Livingston)
Find everyone else. Let 'em know
the change in plan. Curtain goes up
at seven.
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.
SAUL
Tess is with Benedict now?
(as nobody responds)
She's too tall for him.
129 INT. BENEDICT'S SUITE - DRESSING ROOM - NIGHT 129
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.
BENEDICT
(on phone)
Yes. Yes. No. Very much no.
(beat)
93.
Then inform Mr. Levin he'll find a
better view of the fight in front
of his television. Surely he must
have H.B.O.
Hanging up, Benedict approaches her, puts his hands on her
shoulders.
BENEDICT
What are you thinking about?
TESS
You.
She smiles at him in the mirror. His glance in it, turns
from her to himself.
130 INT. EXECUTIVE ELEVATOR 130
Riding down, Terry Benedict checks his watch. The elevator
doors open and --
131 INT. BELLAGIO CASINO - ELEVATOR BAY 131
-- he steps onto his casino's floor, the king of Las Vegas.
The time is 7:00.
ON BALCONY OVERLOOKING CASINO FLOOR
Benedict meets his casino Manager, according to schedule.
BENEDICT
Any sign of Ocean?
MANAGER (WALSH)
Not in a couple hours. You want him
out? I can bounce him from the
state for parole violation if you
like.
BENEDICT
(shakes his head)
Put a guy on him. He's here for a
reason. I'd like to know what it
is. But if he comes anywhere near
Tess, take it to the next level.
MANAGER
Bruiser?
94.
Benedict nods, goes on his way.
AT CASINO ENTRANCE
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.
SAUL
Mr. Benedict.
BENEDICT
Mr. Zerga. It's a very busy night
for me. Are we on schedule?
SAUL
I have no reason to suspect
otherwise. My couriers should be
here momentarily.
A beat as Benedict studies Saul.
BENEDICT
It's a nice evening. Shall we wait
outside?
POV THROUGH BINOCULARS - ON BELLAGIO VALET AREA
Benedict and Saul emerge, guards positioned around them.
TURK (V.O.)
They're in position.
LIVINGSTON (V.O.)
(over STATIC)
Okay. We're a go.
132 EXT. BELLAGIO CASINO - VALET AREA - SUNSET 132
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
Mr. Zerga. A gift from Mr. Hesse.
95.
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.
SAUL
Thank you, Friedrich, Gunther.
He turns, nods to Benedict, and they retreat into the
hotel, the security guards and Malloys flanking them.
133 INT. BELLAGIO CASINO 133
Frank deals blackjack to a full table. His eyes gaze past
his players to Saul, the guards and Benedict passing by.
FRANK
(as he busts)
Lookin' like a bad night for the
house.
MOVING WITH Benedict as he spies out of the corner of his
eye Danny, lurking at a slot machine. To one of his guards
--
BENEDICT
Find Mr. Walsh. Tell him Mr.
Ocean's in the west slots.
The guard goes, and Benedict continues with Saul.
BENEDICT
I'm afraid I can't allow my private
security personnel inside the
casino cages. I hope you don't
mind...
SAUL
Of course not.
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.
RACETRACK DENIZEN
Saul? Saul Bloom, is that you?
Saul does his best to ignore the man. But even Benedict
notices: this guy seems to know Lyman Zerga.
96.
RACETRACK DENIZEN
Saul, it's me. Bucky Buchanan,
remember? From Saratoga.
At last Saul turns to face this man, with shark's eyes.
SAUL
Friedrich, Gunther.
An order: dispose of this man. Virgil and Turk pick up the
Denizen by his elbows and haul him away.
SAUL
Mr. Benedict --
(gesturing to the cage;
re: his briefcase-cuff)
Please: I have never enjoyed the
touch of steel to my skin.
They proceed.
AT SLOTS
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.
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 --
DANNY
Pops, you won.
-- then slips away.
134 INT. MIRADOR SUITE 134
Linus stands dressed in a sharp, conservative suit, a far
cry from the threadbare thief in Chicago. Rusty circles
him, inspecting.
RUSTY
Where you gonna put your hands?
Linus clasps them.
RUSTY
No --
97.
Linus goes for his pockets.
RUSTY
Not the pockets, either. And don't
touch your tie. Look at me --
Linus does.
RUSTY
That how you gonna stand?
Linus shifts his balance.
RUSTY
Wrong again. I ask you a question,
you have to think of the answer,
where you gonna look?
Linus looks down.
RUSTY
Death. You look down, they know
you're lying --
Linus looks up.
RUSTY
-- and up they know you don't know
the truth. Don't use three words
when one will do, don't shift your
eyes, look always at your mark but
don't stare, be specific but not
memorable, funny but don't make him
laugh, he's gotta like you then
forget you the moment you've left
his sight, and for God's sakes
whatever you do, don't under any
circumstances --
LIVINGSTON (O.S.)
Rust, can you come here a sec?
RUSTY
(wandering off)
Sure thing.
Linus is left utterly bewildered, a thousand commandments
to remember and fifteen minutes to remember them in.
135 EXT. ALLEY - DUSK 135
98.
Turk and Virgil's white van whips around a corner and
shoots inside.
136 INT. WAREHOUSE - SECOND VAN POV 136
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.
137 INT. BELLAGIO CAGES - EMPTY COUNT ROOM 137
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.
BENEDICT
They're very beautiful. A gift.
Saul stares at him: none of your fucking business.
BENEDICT
Can you lift them out, please?
Saul lifts the velvet tray out of the case, and Benedict
pats down the case's interior. Saul replaces the tray.
BENEDICT
Alright, Mr. Zerga. I acknowledge
that the case does not contain any
dangerous or illicit material. I
further agree to take custody of
your case for a twenty-four hour
period to store in our secured
vault. While I cannot permit you to
accompany the case to the vault --
SAUL
Why not?
BENEDICT
99.
Insurance, for one. Security,
another. And I don't trust you.
There is a KNOCK at the door, and Walsh the casino manager
enters. He speaks low in Benedict's ear.
WALSH (MANAGER)
I put two plainclothes on Ocean.
He's at the keno bar now.
Walsh nods, and Benedict turns back to Saul.
BENEDICT
Mr. Zerga, this is Mr. Walsh, my
casino manager. If you will allow,
he will arrange for your briefcase
to be stored inside our vault while
you watch on a security monitor.
(beat)
Those are my terms. Yes or no?
Saul and Benedict eyeball each other.
SAUL
You leave me no choice.
Saul unlocks the cuff from his wrist.
138 EXT. BELLAGIO CASINO - KITCHEN ENTRANCE - NIGHT 138
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.
139 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 139
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:
LIVINGSTON (V.O.)
Deep breaths. You'll do fine.
LINUS
(breathes deep)
Thanks.
LIVINGSTON (V.O.)
No sweat, kid. You're a rock.
100.
(as Linus smiles, feeling
good about himself)
Now don't fuck up.
140 INT. MIRADOR SUITE - ON LIVINGSTON'S MONITOR - NIGHT 140
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.
TURK
Who ordered the penne?
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.
RUSTY
You ready?
In it, Yen finishes bandaging his busted hand and nods.
141 INT. BELLAGIO SECURITY CENTER - THE EYE IN THE SKY 141
Fat and Slim sit before their monitors, feet kicked up, as
behind them Walsh, Benedict, and Saul enter.
WALSH
This is our security center, where
we oversee all gaming in the casino
as well as our vault. You'll be
able to monitor your briefcase from
here.
Walsh, finding Fat and Slim as they are, coughs; the two
watchers leap immediately to their feet. Benedict checks
his watch.
SAUL
Don't let me keep you.
BENEDICT
Mr. Zerga --
And Benedict takes his leave --
101.
142 INT. MIRADOR SUITE - NIGHT 142
RUSTY
Linus -- you're up.
143 INT. BELLAGIO CASINO - BY CAGE DOOR - NIGHT 143
Linus nods, shakes out his hands some more --
LINUS
Deep breaths, deep breaths.
-- and here comes Benedict, exiting the cage just as his
assistant arrives with his portfolio. As he turns toward
the restaurant...
LINUS
Mr. Benedict --
BENEDICT
Yes?
LINUS
(presents proper
identification)
Sheldon Wills. Nevada Gaming
Commission. Could I have two
minutes of your time?
Benedict sighs, his evening's been sidetracked enough
already but --
BENEDICT
Of course. Anything for the N.G.C.
AT KENO BAR
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.
144 INT. MIRADOR SUITE - NIGHT 144
The time is 7:27.
102.
Yen tucks himself into the cash cart's hidden compartment
with a slim oxygen tank for company. Meanwhile, Rusty
drills Virgil and Turk.
RUSTY
Okay: when do you make the deposit?
TURK
Not until we get your signal.
VIRGIL
Hey. What do we look like: a couple
of peckerwood jackasses or
something?
No one responds.
RUSTY
(turning his attention to
Yen, squeezed into the
cart)
Amazing: how's it feel? You
alright?
(as Yen nods)
Want something to read? Magazine?
From the tangle of limbs, a middle finger protrudes to show
Rusty what he can do with a magazine.
RUSTY
Okay. I'm counting down. Thirty
minutes of breathing time starts,
now.
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.
LIVINGSTON
You get no tip.
145 INT. CASINO FLOOR - 28:37 145
and counting. MOVING WITH Benedict and Linus into the Pit
Boss's station.
LINUS
103.
It only came to our attention this
morning, Mr. Benedict. Apparently
he has a record longer than my arm.
BENEDICT
If he is who you say he is.
(hailing a PIT BOSS)
Charlie. Call over Ramon Escalante.
PIT BOSS
Certainly, Mr. Benedict.
Benedict and Linus wait, side-by-side. While Linus does his
best to play it cool, Benedict dips into his portfolio.
146 INT. MIRADOR SUITE - ON LIVINGSTON'S MONITOR - NIGHT 146
An overhead view of Benedict as he pulls out the
combination to the vault, reads it, then buries it in his
jacket pocket.
RUSTY
Did you make it out?
LIVINGSTON
His head blocked the last two
numbers.
(into his microphone)
We missed it, Linus. You gotta grab
the combination yourself.
147 INT. BELLAGIO CASINO - NIGHT 147
Linus half-nods in response, and Benedict notices.
Suspicious of the young man, he decides to test him.
BENEDICT
You new at the commission?
LINUS
Been there about two years.
BENEDICT
I know Hal Lindley over there. You
work with him at all?
LINUS
(a pause; will he pass?)
Not since he died last year.
He passes. The Pit Boss returns with Frank in tow.
104.
BENEDICT
Mr. Escalante. Would you come with
us, please?
FRANK
What's this about?
BENEDICT
I think it's better if we talked
off the floor.
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.
148 INT. RESTAURANT - 24:26 148
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.
MAITRE D'
Good evening, Mr. Tishkoff.
TISHKOFF
Good evening, Marcel. My nieces and
I would like a table. Something
quiet before the fight.
MAITRE D'
I can put you at 19 in just a
couple minutes.
TISHKOFF
Quick as you can.
(re: the girls)
The meter's running here.
The Maitre d' turns to his next customer: Tess. She, of
course, merits a table instantly.
MAITRE D'
Good evening, Miss Ocean. Right
this way --
Reuben can't help but stare as Tess passes by. His eyes
linger a little too long and a little too low...
105.
VOICE (O.S.)
Hey --
Reuben pivots; it's Danny, and he strolls past Reuben and
his lady friends and into the restaurant...
DANNY
Try to keep your tongue in your
mouth.
TISHKOFF
(shocked to see Danny;
thinks he's off the job,
but covering)
Yeah, pal, well only if you take
your thumb out of your --
Reuben gets brushed from behind by the two Plainclothes
Goons following Danny.
TISHKOFF
(outraged)
Hey: you have any idea who I think
I am?
AT TESS'S USUAL TABLE
Just as she's sitting, Danny approaches. She goes straight
at him, apoplectic.
TESS
Danny: No.
DANNY
I'll just be a moment.
TESS
I'm having you thrown out of here.
She starts past him; he grabs her arm to keep her, and she
wheels on him.
TESS
You're up to something, Danny.
What? And don't say you came here
for me. You're pulling a job,
aren't you?
DANNY
Tess --
TESS
106.
Well, know this: no matter what it
is, you won't win me back. I can't
afford it.
DANNY
I just came to say good-bye.
This surprises Tess, and, truth be told, saddens her; she
studies him a moment, unsure of what to say.
TESS
Oh -- then -- good-bye.
DANNY
Good-bye.
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
Be good.
Danny leaves her. Tess watches him go.
TESS
(already missing him)
Good-bye, Danny.
AT RESTAURANT'S ENTRANCE
Danny runs smack into the Plainclothes Goons.
PLAINCLOTHES GOON #1
Mr. Ocean. Mr. Benedict would like
to see you.
DANNY
(resignedly, these men
are much too big to
tangle with)
I thought he might.
The Plainclothes Goons escort Danny away, right past Reuben
who frowns, concerned.
149 INT. BELLAGIO CASINO MANAGER'S OFFICE - 18:25 149
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.
107.
LINUS
Thank you for your cooperation, Mr.
Escalante.
(as Frank nods, not at
all)
Or should I call you Mr. Catton?
Frank bristles, tries not to let it show. Linus pulls out a
Xeroxed mug shot and bio of him.
LINUS
You are Frank Catton? Formerly of
the Tropicana, the Desert Inn and
the New York State penitentiary
system?
LINUS
(as Frank remains quiet)
Your silence suggests you don't
refute that.
(to Benedict)
Mr. Benedict, I'm afraid you've
been employing an ex-convict. As
you know, the N.G.C. strictly
forbids --
FRANK
(under his breath)
Goddamn cracker --
LINUS
(a pause; he can't
believe he just heard
that)
Pardon me.
FRANK
(leering at Linus,
simmering)
You heard me. Just 'cause a black
man tries to earn a decent wage in
this state --
LINUS
That has nothing to do with --
FRANK
(over him, ranting)
108.
-- some cracker cowboy like you's
gotta kick him out on the street.
Want me to jump down, turn around,
pick a bale of cotton, won't let me
deal cards, might as well call it
whitejack.
LINUS
(a beat, then)
I resent your implication that race
has anything to do with this.
(to Benedict)
Now, as I was saying, the Nevada
Gaming Commission strictly forbids
the employment of the colored --
(whoops)
-- I mean --
That does it: Frank attacks Linus, lunging at the man, and
as Benedict steps in to separate the two.
Linus's hand dips into his tuxedo jacket and withdraws the
vault combination.
FRANK
Okay, okay, I'm cool.
BENEDICT
(to Linus)
You alright?
LINUS
(a beat, then)
Yeah.
150 INT. MIRADOR SUITE - NIGHT 150
RUSTY
(hearing this)
He's got it.
(into his mike)
Virgil, Turk: deliver your package.
151 INT. BELLAGIO CASINO - BY CAGE DOOR - 14:05 151
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.
VIRGIL
109.
Aw, I think -- Jesus. I lost my
card.
The guards frown at him. A SECURITY OFFICER approaches.
SECURITY OFFICER
What's going on here?
VIRGIL
I think -- Jesus! I lost my
keycard.
SECURITY OFFICER
(and this, he knows, will
get this guard fired)
Okay. Leave the cart. Go find it.
(to one of the sentries)
Take this cart inside.
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.
152 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 152
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.
WALSH
There it is now.
SAUL
(beginning to sweat this
a bit, nerves overtaking
him)
Wonderful.
ON MONITORS
The yen-filled cash cart joins Saul's briefcase on the
elevator. PULL OUT to --
153 INT. MIRADOR SUITE - 11:19 153
RUSTY
That's my cue.
(as he exits)
Give Basher the go.
110.
LIVINGSTON
(into mike)
Bash, what's your status?
154 EXT. BELLAGIO PARKING LOT - MOVING WITH BASHER - NIGHT 154
driving the white van, listening to a books-on-tape of Jane
Eyre.
LIVINGSTON (V.O.)
Bash!
BASHER
(turning Bronte down)
No need to yell.
LIVINGSTON (V.O.)
What's your status?
BASHER
I'm there.
And he SCREECHES to a halt on the parking structure's top
level. Vegas can be seen in every direction.
155 INT. CAGE - HALLWAY - 08:36 155
and counting. Benedict exits the casino Manager's office
with Linus and Frank. Benedict hails two GUARDS.
BENEDICT
Please show this man off the
premises.
(to Frank)
Don't step foot in my casino again.
FRANK
(as he's led away, over
his shoulder, to Linus)
Cracker.
Benedict checks his watch again: he's really running late.
BENEDICT
Mr. Wills, if you don't mind...
(as Linus forgets to
respond)
Mr. Wills?
LINUS
Of course.
111.
They start toward the exit. But halfway there --
LINUS
My beeper. I'm sorry. I forgot it.
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.
BENEDICT
You know how to get back out?
LINUS
Of course. Enjoy the fight.
BENEDICT
(shaking his hand, then
hurrying away)
Thank you.
Linus smiles after him, withdrawing the page of
combinations he lifted off the man.
156 EXT. BELLAGIO CASINO - 06:47 156
and counting. The Guards show Frank out. Frank tries to tip
them --
FRANK
Thanks, fellas.
-- but they snarl at him before returning inside. Frank
smiles and goes on his way, his job complete.
157 INT. INTERROGATION ROOM - 06:36 157
Danny sits opposite two Plainclothes Goons in absolute
silence, waiting.
DANNY
How much longer do you think Mr.
Benedict will be?
GOON #1
Just a few minutes more.
He scans the room.
DANNY
112.
No cameras in this room, huh? Don't
want anyone seeing what happens
here?
The Goons say nothing. Danny checks his watch.
DANNY
He's not coming, is he?
The Goons look at each other; Danny has called their bluff.
DANNY
Who is?
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 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.
DANNY
I guess Mr. Benedict didn't like me
talking to his girl.
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.
DANNY
Jesus, Bruiser, not 'til later.
BRUISER
Sorry, Danny. I -- I forgot.
DANNY
S'okay.
(shaking it off)
How's the wife?
BRUISER
113.
Pregnant again.
DANNY
Then we better get to work.
OUTSIDE INTERROGATION ROOM
Standing guard outside, the Goons hear PUNCHES and GROANS
from inside as --
158 INT. INTERROGATION ROOM 158
-- Danny climbs onto Bruiser's shoulders and pushes through
the ceiling rafters, groaning every time Bruiser slaps his
fist into his hand.
159 INT. VAULT 159
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.
INT. MIRADOR SUITE
LIVINGSTON
Oh shit --
160 INT. BELLAGIO SECURITY CENTER - 04:30 160
Saul witnesses this, too, and stifles a reaction.
WALSH
Does that satisfy you, Mr. Zerga?
SAUL
Yes, I'm very satisfied.
WALSH
(to Slim)
Close it up.
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.
FAT
You alright, sir?
114.
161 INT. CAGE/HALLWAY - MOVING WITH LINUS - 04:02 161
as he circumspectly approaches the vault-elevator door,
checking up and down hallways for guards.
162 INT. MIRADOR SUITE - NIGHT 162
On a monitor, Linus comes into view --
LIVINGSTON
Almost there, kid.
163 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 163
-- and Saul spots him, but so does Fat --
FAT
Who's that?
-- 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...
164 INT. CAGE/HALLWAY - 03:42 164
Linus hurries to the elevator, punching Benedict's
combination into a keypad. The elevator doors open for him.
165 INT. MIRADOR SUITE - NIGHT 165
Livingston punches a few keys --
LIVINGSTON
Going to video now.
166 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 166
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.
WALSH
(as Saul passes out)
Call for a doctor.
115.
167 INT. ELEVATOR - 03:15 167
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.
DANNY
You didn't really think I was gonna
sit this one out, did you?
LINUS
What, didn't you trust me?
DANNY
I do now.
He reaches down and pulls Linus, wide-eyed, up to the roof
of the elevator.
168 INT. MGM GRAND GARDEN ARENA - 3:00 168
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."
RING ANNOUNCER
Ladies and gentlemen!!
169 INT. BELLAGIO CASINO - BY CAGE DOOR - 02:56 169
Rusty approaches the sentry on duty at the cage door.
RUSTY
Someone called for a doctor?
170 INT. ELEVATOR SHAFT - ABOVE ELEVATOR - 02:21 170
Danny rips off his jacket and shirt to expose a rappelling
line wrapped around his torso. Linus does the same.
LINUS
How'd you get here?
DANNY
Crawlspace. And I had to give away
a couple mil.
LINUS
116.
But what about -- I mean, that
whole thing with Rusty --
Danny just smiles at him.
171 EXT. MIRADOR SUITE - BALCONY - FLASHBACK 171
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.
DANNY
You think the kid bought it?
RUSTY
Hell, I think Reuben bought it, and
he knew we were screwing around.
(beat)
You sure about this?
DANNY
(nods)
Bobby Caldwell threw me into the
pool first time. Least I could do
is give his kid a push.
172 INT. ELEVATOR SHAFT - ABOVE ELEVATOR - PRESENT 172
LINUS
Why'd you make me go through all
this? Why not just tell me?
DANNY
Well, where's the fun in that?
(starting toward elevator
shaft ladder)
C'mon: Yen's got about three
minutes of air left.
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.
173 INT. BELLAGIO SECURITY CENTER - 00:53 173
117.
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 -
-
RUSTY
He's gone.
Walsh, Fat and Slim all bow their heads. At the door, two
paramedics arrive with a stretcher.
WALSH
You're too late, guys. He's dead.
The first paramedic turns to his partner and admonishes
him:
VIRGIL
(to Turk)
I told you to hurry.
174 INT. ELEVATOR SHAFT - BELOW ELEVATOR - 00:42 174
As Danny and Linus work, affixing suction-cupped anchors to
their rappelling lines --
DANNY
Who do you like tonight?
LINUS
Huh?
DANNY
Tyson or Lewis.
LINUS
The fight--?
(as Danny nods)
Lewis.
(as Danny shoots him a
look)
You like Tyson?
(as Danny nods)
How strongly do you feel about it?
DANNY
You looking for action?
LINUS
(shrugs)
118.
I'd go in for a buck.
DANNY
A buck it is.
And they're ready, poised at the top, looking into the
abyss of an elevator shaft scattered with infrared sensors.
DANNY
(into his mike)
Livingston, we're set.
175 INT. CASINO FLOOR - OUTSIDE CAGES 175
Rusty leads the "paramedics" out, with "dead" Saul on their
gurney.
RUSTY
(into his mike)
Livingston, we're set.
176 INT. MIRADOR SUITE - 00:21 176
LIVINGSTON
(hearing this, into his
mike)
Basher, we're set.
177 EXT. BELLAGIO PARKING LOT - TOP LEVEL - 00:17 177
BASHER
(fixing the pinch atop
his van)
Just give me a minute.
LIVINGSTON (V.O.)
We don't have a minute. Yen's gonna
pass out in thirteen seconds.
BASHER
Then give me thirteen seconds.
And Basher leaps down to hook up the pinch's wires to his
van's engine.
178 INT. MGM GRAND GARDEN ARENA - 00:10 178
The opening BELL RINGS, round one. The fighters break from
their corners, feinting, jabbing --
119.
Sitting ringside: Benedict looks at Tess and smiles as she
winces at the first sharp blow.
179 INT. ELEVATOR SHAFT - BELOW ELEVATOR - 00:05 179
Peering down into blackness, Danny and Linus prepare to let
go any moment.
LINUS
You ever rappelled before?
DANNY
Never. You?
LINUS
Nope.
180 EXT. BELLAGIO PARKING LOT - TOP LEVEL - 00:01 180
Basher finishes preparations.
BASHER
(into his mike)
Ready.
LIVINGSTON (V.O.)
(over earpiece)
Then hit it.
Basher flips the switch. BOOM! A quick TREMOR, then
stillness. He picks a point on the horizon, like Babe Ruth,
and suddenly --
BASHER
-- One --
HIGH ABOVE LAS VEGAS whole blocks of lights disappear.
Casinos vanishing one-by-one.
FLAMINGO
Every pink light vanishes.
BELLAGIO
The fountain goes flaccid.
BASHER (V.O.)
-- two, three --
120.
NEW YORK, NEW YORK
The roller coaster stops dead; its passengers keep their
arms raised, not sure what to do.
MGM GRAND GARDEN ARENA
Both fighters move in simultaneously, sweat flying, both
reach back, both going for the lights-out power cut to the
jaw, when lights out.
BASHER (V.O.)
-- four, five --
183 INT. ELEVATOR SHAFT 183
Blip -- out go the infrared sensors.
DANNY
Now!
And he and Linus lean forward and fall.
HURTLING WITH DANNY AND LINUS
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.
BASHER (V.O.)
-- six, seven --
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 --
BASHER
-- eight, nine --
And SNAP -- the CORDS reach their full extension, and Danny
and Linus bounce up, watching the floor recede.
LINUS
Aaaaahhhhh!
184 EXT. BELLAGIO PARKING LOT - TOP LEVEL - NIGHT 184
BASHER
121.
-- ten --
In the distance, lights come up again, first at the Mirage,
then the MGM, gradually approaching.
185 INT. ELEVATOR SHAFT - BOTTOM 185
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.
186 INT. MGM GRAND GARDEN ARENA 186
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.
REF
-- One, two, three --
Benedict makes a quick survey; the arena is apoplectic from
the blackout-knockout.
BENEDICT
What the hell was that?
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."
BENEDICT
(to himself)
The first goddamn round.
187 EXT. BELLAGIO PARKING LOT - TOP LEVEL - NIGHT 187
All the lights are back on, and Basher observes his
achievement with great pride, his job complete.
BASHER
Viva Las Vegas.
188 INT. ELEVATOR SHAFT - BOTTOM 188
122.
Linus and Danny arise from where they've fallen, clutching
their heads and rubbing bruises. Danny doesn't recover as
quickly.
LINUS
You alright?
DANNY
No, but you're sweet to ask.
189 INT. BELLAGIO VAULT 189
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.
190 INT. MIRADOR SUITE - NIGHT 190
Livingston watches this on his monitors, just coming back
on, his finger poised on a play button, as Frank comes in
the door.
FRANK
Are they in?
LIVINGSTON
One second.
(a look at him)
I thought you got kicked out?
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
LIVINGSTON
123.
This tape's from last night. Same
guards, same --
His eyes fixing on Saul's briefcase pushing closer to the
edge of the cash cart as Yen tries to free himself.
LIVINGSTON
-- shift.
191 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 191
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 --
192 INT. BELLAGIO CASINO - NIGHT 192
-- 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.
193 INT. CORRIDOR/OUTSIDE VAULT 193
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.
194 INT. VAULT 194
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.
195 INT. CORRIDOR - OUTSIDE VAULT 195
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?
OUTSIDE VAULT CORRIDOR
124.
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
Not yet.
(a beat; another beat;
then)
Okay.
196 INT. VAULT CORRIDOR 196
Danny and Linus enter, waving the faint remnants of the gas
from their noses, tiptoeing past the guards' bodies.
LINUS
You think Yen made it out okay?
DANNY
I'm sure he's fine.
197 INT. VAULT 197
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.
198 INT. VAULT CORRIDOR 198
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.
LINUS
(jaw dropping)
Jesus --
DANNY
There's a Chinese man with a
hundred sixty million dollars
behind that door. Let's get him
out.
125.
Danny takes a flat hand and slaps the door hard.
199 INT. VAULT 199
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.
200 INT. MIRADOR SUITE 200
Frank and Livingston watch nervously.
FRANK
Fin says he shorts it.
LIVINGSTON
No bet.
201 INT. VAULT 201
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.
202 INT. MIRADOR SUITE 202
Frank and Livingston exhale.
LIVINGSTON
(wishing he had bet)
Shit.
OUTSIDE VAULT
Danny, oblivious to this close call, slaps the door again.
A moment passes, then: Yen responds with a slap, too.
DANNY
126.
Okay.
203 INT. MIRADOR SUITE - NIGHT 203
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.
FRANK
That's it?
LIVINGSTON
There's still the five pins and the
floor sensor. Not much we can do
about that from this side of the
door. But from this side --
He punches up the image of Yen in the vault.
BASHER
-- a little bit of Semtex should do
the trick.
204 INT. VAULT 204
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.
OUTSIDE VAULT
Danny responds with two slaps of his own. He steps back,
detonator in hand, its wires attached to the vault door.
DANNY
Counting down from twenty --
(checking watch)
-- now.
206 INT. VAULT 206
Yen starts his retreat from the door, but gets yanked back.
His hand's bandage is caught on the door.
OUTSIDE VAULT
127.
DANNY
-- seventeen, sixteen, fifteen --
208 INT. VAULT 208
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.
209 OUTSIDE VAULT 209
DANNY
-- eleven, ten, nine --
210 INT. MIRADOR SUITE 210
Livingston et al. are alert to the danger.
LIVINGSTON
(into his mike)
Linus, can you read me? Linus, do
not blow the door, you're about to
kill Yen.
OUTSIDE VAULT
Linus hears nothing through his earpiece.
LINUS
-- five, four, three --
INT. VAULT
Yen finally frees himself just as --
-- ZOOMING INTO a plastic explosive --
OUTSIDE VAULT
DANNY
-- one --
He presses his detonator.
Nothing.
211 INT. VAULT 211
128.
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.
OUTSIDE VAULT
Danny presses it again. Still nothing.
LINUS
What's wrong?
DANNY
I don't know.
Linus comes over to look.
LINUS
You check the batteries?
Danny blanches. Linus shoots him a look.
213 INT. MIRADOR SUITE - NIGHT 213
Livingston, Frank, and Basher watch the monitors in
disbelief.
Saul enters, alive and dressed as himself again. His job is
complete.
SAUL
Everything going okay?
214 INT. VAULT CORRIDOR - OUTSIDE VAULT 214
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.
LINUS
You know, you lose focus for one
second in this game --
DANNY
-- and someone gets hurt, yeah
yeah. I don't hear Yen complaining.
129.
He takes the batteries, inserts them in his detonator, then
slaps the door twice more.
215 INT. VAULT 215
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.
OUTSIDE VAULT
Danny presses the detonator.
217 INT. VAULT 217
The "EMERALDS" EXPLODE.
OUTSIDE VAULT
Several MUTED but powerful BLASTS.
Linus inches forward, almost dreading this moment, pauses.
DANNY
Do it.
Linus pulls and the door opens.
219 INT. VAULT 219
Danny and Linus enter. Silence. The cash carts have
crumpled, and the vault gratings, blackened, have held.
DANNY
Amazing?
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.
YEN
(his only English)
Where the fuck you been?
220 INT. MIRADOR SUITE - NIGHT 220
130.
Livingston, Frank, Saul, and Basher watch as the first wave
of bills gets tossed onto the vault floor. Smiles all
around.
SAUL
Ever been in love?
FRANK
(considers it for a
moment)
No, I guess not. Not really.
SAUL
This is better.
221 INT. CASINO - OUTSIDE FIGHT ARENA 221
Rusty steps forward as people stream past him out of the
fight arena. He dials his cell phone, listens.
222 INT. MGM GRAND GARDEN ARENA 222
MOVING WITH Benedict and Tess, pushing their way out
through the crowd. A PHONE is RINGING nearby, again and
again.
BENEDICT
You gonna answer it?
TESS
I don't have a cell phone.
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.
TESS
It isn't mine.
BENEDICT
See who's on the other end.
She takes the phone, activates it.
TESS
Hello?
RUSTY (V.O.)
May I have a word with Mr.
Benedict, please?
131.
Tess looks up, confused.
TESS
It's for you.
Benedict takes the phone.
BENEDICT
Who the hell is this?
ON RUSTY in the distance, at the arena's exit, unseen by
Benedict or Tess, on the phone.
RUSTY
The man who's robbing you.
223 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 223
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.
BENEDICT
What the hell is going on down
there in the vault?
FAT
Nothing, sir. All normal.
BENEDICT
Show me.
Fat points to the security-cam view of the vault corridor
and vault, Livingston's tape.
FAT
All quiet.
BENEDICT
(on phone, venomously)
I'm afraid you're mistaken.
224 INT. MIRADOR SUITE - NIGHT 224
Frank, Basher and Saul watch over Livingston's shoulder as
this phone conversation is broadcast over a small speaker.
RUSTY (V.O.)
You're watching your monitor? Okay,
keep watching.
132.
Livingston punches in numbers.
225 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY - ON FAT'S 225
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.
BENEDICT
Jesus Christ --
226 INT. BELLAGIO CASINO - NIGHT 226
Rusty strolls so casually there's no reason anyone passing
would suspect he was doing more than ordering a pizza.
RUSTY (V.O.)
In this town, your luck can change
just that quickly.
227 INT. BELLAGIO SECURITY CENTER 227
BENEDICT
(close to apoplectic,
takes a breath and cups
the phone, then barks at
Walsh)
Find out how much money we have
down there.
Tess, amid all this chaos, is still curious: how did that
cell phone get into her handbag? And suddenly it hits her.
228 INT. RESTAURANT - EARLIER THAT EVENING - FLASHBACK 228
DANNY
Good-bye.
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.
BENEDICT
(on phone)
133.
Alright. You've proved your point.
You've broken into my vault.
Congratulations: you're a dead man.
Tess leaves.
RUSTY (V.O.)
Maybe.
BENEDICT
May I ask: how do you expect to
leave here, hmm?
INTERCUT WITH:
229 INT. CASINO FLOOR 229
BENEDICT
Do you believe I'll simply allow
you to parade bags full of my money
out my casino doors?
A distance beyond Rusty, Tess exits the cages. She stops,
puzzling over what to do, happens to spot him.
RUSTY
No. You're gonna carry it out for
us.
BENEDICT
(has to laugh)
And why would I do that?
RUSTY
Take a closer look at your monitor
--
230 INT. SECURITY CENTER 230
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.
RUSTY (V.O.)
As your manager's probably
reporting to you by now, you have a
little over a hundred sixty million
in your vault tonight.
And, as if Rusty was in the room watching, Walsh approaches
with the night's cash count: $163,156,759.
134.
RUSTY (V.O.)
You may notice: we're only packing
up about half that. The other half
we're leaving in your vault, booby-
trapped, as a hostage.
231 INT. CASINO FLOOR 231
RUSTY
You let our eighty million go, and
you get to keep your eighty. That's
the deal. You try and stop us,
we'll blow both cash loads.
He spins and gasp, comes face-to-face with Tess. She stares
at him directly: she knows.
RUSTY
(holding her glance)
Mr. Benedict: you can lose eighty
million dollars secretly tonight or
you can lose a hundred sixty
million dollars publicly. It's your
decision.
He cups the phone.
RUSTY
Hi.
232 INT. SECURITY CENTER 232
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.
BENEDICT
(to Walsh)
Make the call.
Walsh grabs a phone, punches numbers.
VOICE (V.O.)
911. Emergency response.
233 INT. MIRADOR SUITE - NIGHT 233
Livingston listens in on the call.
WALSH (V.O.)
135.
Hello, this is Mr. Walsh at the
Bellagio.
234 INT. SECURITY CENTER 234
WALSH
We have an incident here --
BENEDICT
(uncupping his phone)
Okay. You have a deal.
235 INT. CASINO FLOOR 235
Tess and Rusty hold a stare as Rusty holds the phone.
TESS
Where's Danny?
RUSTY
He's fine. He wants you to go
upstairs, and watch TV.
TESS
(a little pissed)
He does?
BENEDICT (V.O.)
You have a deal.
RUSTY
It's alright, Tess. I promise.
(back on phone)
Good. Here's what you do. Five
minutes from now, the men in the
vault are going to deposit six bags
in the vault elevator.
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?
236 INT. VAULT ELEVATOR - CLOSE ON SIX CANVAS BAGS 236
each sealed tight, each marked with an X, loaded onto the
vault elevator.
RUSTY (V.O.)
136.
If they meet anyone, we'll blow the
money in the bags and the money in
the vault.
237 INT. CAGE - OUTSIDE VAULT ELEVATOR 237
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.
RUSTY (V.O.)
One minute after that, the elevator
will rise to your cages. Six of
your guards will pick up the bags
and carry them out into the casino.
Six guards do precisely that.
238 INT. CASINO - NIGHT 238
MOVING WITH Rusty PAST slot machines.
RUSTY
If they take more than twenty
seconds to reach the casino floor
or if there's any indication a
switch has been made, we'll blow
the money in the vault and the
money in the bags.
A SLOT MACHINE RINGS behind him --
239 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 239
-- and Benedict hears it.
BENEDICT
(to Walsh)
He's in the casino right now.
RUSTY (V.O.)
Of course, I'm in the casino. In
fact, I'm staying in your hotel.
And I have two words for you: mini-
bar.
(back to business)
Now as soon as your guards hit the
casino floor --
137.
240 INT. BELLAGIO CASINO - NIGHT 240
The six guards appear from the cage door, carrying six
canvas bags marked with X's; Bellagio security escorts them
from the building.
RUSTY (V.O.)
-- a white unmarked van is going to
pull up in your valet station.
241 EXT. BELLAGIO CASINO - NIGHT 241
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.
RUSTY (V.O.)
Your guards will load the bags into
the van's rear. If anyone so much
as approaches the driver's door, we
blow everything.
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.
BELLAGIO - FROM HIGH ABOVE
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.
BENEDICT (V.O.)
Now what?
RUSTY (V.O.)
Now, when I get word that the van
hasn't been followed, that the
money is secure, my men will exit
the building, and once their safety
is confirmed, you'll get your vault
back.
242 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 242
Walsh mouths to Benedict: "SWAT team is here." Benedict
nods and throws him a thumbs-up.
BENEDICT
138.
Sir, I have complied with your
every request, would you agree?
RUSTY (V.O.)
I would.
BENEDICT
Good. Now I have one of my own.
RUSTY (V.O.)
Yes?
BENEDICT
(at last, his venom
released)
Run and hide. If you get picked up
next week buying a $100,000 sports
car in Newport Beach, I'll be
supremely disappointed. Because I
want my people to find you. And
rest assured: when they do, they
won't hand you over to the police.
(beat)
Run and hide. That's all I ask.
And during the above rant by Benedict, we view --
MIRADOR SUITE now empty, Livingston's monitors still
displaying the masked men in the vault.
WHITE VAN navigating the streets of Las Vegas.
FIVE SEDANS tailing the van, security goons piled into
each, and maybe we NOTICE (or maybe not) the Rolls-Royce
tailing them.
TESS 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.
UZI GUARDS,bound and unarmed, unconscious to the activity
within the vault.
RUSTY'S CELL PHONE opened and unmanned.
BENEDICT listens, the line has gone dead. He hangs up.
WALSH
Our guys say the van is headed
toward McCarren Airport.
BENEDICT
139.
Get everyone in position. I want my
vault back before that van hits the
tarmac.
LONGER MONTAGE now, CUTTING BETWEEN:
SWAT TEAM (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.
WHITE VAN CONVOY as it approaches McCarren Airport.
MONITORS OF THE VAULT
The three masked men pace beside the booby-trapped money.
244 INT. SECURITY CENTER 244
BENEDICT
(on second inspection)
Where's Zerga?
(off Walsh's sheepish
look)
Mr. Zerga? With the briefcase?
WALSH
He's -- he died.
Benedict shoots him a slow, sideways glance.
SWAT TEAM rappelling down the elevator shaft, its
ultraviolet sensors turned off by Walsh, then moving into
position.
245 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 245
SWAT LEADER (V.O.)
(over radio, on monitor)
Night goggles on. Prepare to cut
power.
Fat mans the power switch.
FAT
Ready when you are.
Benedict scours the monitors: The masked men continue to
pace on one screen. The SWAT team prepares to invade on
another.
BENEDICT
140.
Do it.
SWAT LEADER (V.O.)
(over radio)
Cut it.
Fat flips the power switch.
246 INT. MIRADOR SUITE 246
Livingston's monitors all go black.
247 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 247
The monitors here go black as well. Benedict listens
closely to the SWAT frequency.
SWAT FREQUENCY (V.O.)
(Leader's voice)
First wave, in! Second wave, now!
(there is RUNNING,
PANTING, then Linus's
voice, distant and
panicked)
Guys, someone's here!
(Leader's voice)
Take him down! Now!
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 --
SWAT FREQUENCY (V.O.)
(Leader's voice)
Lights! We need power now!
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.
BENEDICT
(into intercom)
What's the situation down there?
SWAT LEADER (V.O.)
They blew it. They blew the -- Oh,
Jesus -- If there was anyone in
there, they're not in one piece
anymore.
141.
BENEDICT
(to Walsh, soberly)
Tell them to take the van. I'm
going down there.
(as an afterthought, to
Slim)
Find out how they fiddled with our
cameras.
248 EXT. MCCARREN AIRPORT - NIGHT 248
As the white van arrives at a charter airline's entrance,
the five sedans converge upon it, TIRES SCREECHING, Goons
emerging, weapons drawn.
HEAD GOON
Get out of the van, now! Now!
No response within the van. The Head Goon signals and the
others SHOOT the van's tires.
249 INT. CIRCUITRY ROOM 249
Slim investigates the Eye in the Sky's wiring. Reaching
deep into a mesh, he finds a foreign object: Livingston's
"spider."
250 INT. VAULT CORRIDOR 250
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.
SWAT LEADER
Mr. Benedict --
BENEDICT
Yes.
SWAT LEADER
We couldn't find any survivors. Or,
I'm afraid, any of your money. I'm
sorry, sir.
BENEDICT
142.
(doesn't want to hear
anymore; the SWAT team
failed him)
Take your men out now.
HOLD ON Benedict, seething, as the SWAT Leader steps away.
SWAT LEADER
Okay, guys, grab your gear and
clear out.
BENEDICT
(into walkie-talkie he
has with him)
Walsh: How are we with the van?
251 EXT. MCCARREN AIRPORT - NIGHT 251
The stalemate with the van continues. Still no movement
from inside.
HEAD GOON
Out of the van now! Hands up!
An EMPLOYEE from the charter airline sticks his head out of
his office door.
EMPLOYEE
(innocently)
Hey, what's going on here?
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.
SHORT DISTANCE AWAY - CLOSE ON REMOTE CONTROL
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.
143.
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.
TISHKOFF
Enough monkey business.
Virgil brings the van to a stop, then readies a distinctive
red button on his remote.
BACK WITH VAN
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.
252 INT. BELLAGIO VAULT - NIGHT 252
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.
WALSH (V.O.)
(over walkie-talkie)
Mr. Benedict --
BENEDICT
Yes?
WALSH (V.O.)
They took the van.
BENEDICT
And?
WALSH (V.O.)
(hesitantly, this is bad
news)
And they blew up the bags, sir.
BENEDICT
(dropping his walkie-
talkie to his side)
Shit.
WALSH (V.O.)
144.
Sir -- sir --
BENEDICT
What, Walsh?
WALSH (V.O.)
They say it doesn't look like there
was any money in the bags, sir.
BENEDICT
What?!
WALSH (V.O.)
They say the bags were filled with
fliers. For hookers.
BENEDICT
What do you mean there was no money
in the bags?
WALSH (V.O.)
That's what they said, sir. I don't
understand it: we both saw them
putting money inside those bags.
Benedict stops cold. He stares up at a wall where an
engraved sign reading "Bellagio" has been smoke-stained.
BENEDICT
Walsh, cue up the tape of the
robbery.
253 INT. BELLAGIO SECURITY CENTER - EYE IN THE SKY 253
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.
BENEDICT (V.O.)
Does it say 'Bellagio' on the south
wall of the vault?
In the masked-men image it does not, in fact, say
"Bellagio" there.
WALSH
(on walkie-talkie)
No, sir. It doesn't. I -- I don't
understand --
145.
254 INT. VAULT 254
Benedict exhales.
BENEDICT
We had that installed on Tuesday.
The image we saw of the men robbing
us was a tape.
WALSH (V.O.)
What?
BENEDICT
Someone built a double of my vault,
then made a tape of them robbing
it. When we saw them putting money
in those bags, that wasn't actually
happening.
255 INT. SECURITY CENTER 255
Walsh's jaw drops as he watches the tape again.
WALSH
Then, sir --
256 INT. BELLAGIO VAULT - NIGHT 256
Benedict is absolutely fucking furious.
WALSH (V.O.)
-- what happened to all the money?
257 INT. BELLAGIO CASINO - CLOSE ON SWAT DUFFEL BAG - NIGHT 257
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:
258 INT. MIRADOR SUITE - LIVINGSTORM - FLASHBACK 258
146.
takes the call from Walsh in the Mirador suite as Basher,
Saul, and Frank dress behind him.
LIVINGSTON
9-1-1. Emergency response.
TURK dressed as a SWAT member, hustles down a cage
corridor.
SAUL has trouble rappelling with the rest.
BASHER 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.
RUSTY
(hiding his voice)
Prepare to cut power!
YEN lights a short fuse leading into the vault.
LINUS feigns hysteria.
LINUS
Guys, someone's here!
RUSTY
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.
259 EXT. BELLAGIO CASINO - NIGHT - PRESENT 259
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.
RUSTY
Las Vegas P.D. This is Officer
Brooks, New Jersey Probation
Division. I have a violator in your
jurisdiction --
(cupping phone)
Hit it.
147.
Turk hits the gas and the VEHICLE PEELS away, carrying its
cadre of new multi-millionaires far away from the Bellagio
Hotel and Casino.
260 INT. BELLAGIO VAULT 260
Benedict squats down to inspect a burnt scrap of paper on
the vault floor. It's a flier for a strip joint.
BENEDICT
(and it finally occurs to
him)
Ocean --
261 INT. CAGE - HALLWAY - MOVING WITH BENEDICT 261
Heated, he approaches the interrogation room, where his
Plainclothes Goons keep watch.
(A1)
BENEDICT
Where's Ocean?
PLAINCLOTHES GOON #1
Still inside, sir. With Bruiser.
Benedict straightens his cuffs, cools himself, then:
BENEDICT
Open that door.
262 INT. INTERROGATION ROOM 262
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.
BENEDICT
Wake him up.
The Goons step in, slap Danny alert. At last, Danny
recognizes Benedict in the room.
DANNY
(a little punchy)
148.
Heya, Benedict -- How's the other
fight going?
Benedict keeps his cool.
BENEDICT
Did you have a hand in this?
(beat)
Did you?
DANNY
Did I have a hand in what?
Benedict scrutinizes Danny: Is he bluffing? He looks at
Bruiser, then Danny again, and decides: no.
BENEDICT
Get him out of here.
As the Goons scoop him up and drag him out, Danny catches
Bruiser's eye for just a moment. And barely winks.
263 INT. BENEDICT'S SUITE 263
The PHONE RINGS. Tess plucks it up.
TESS
Hello?
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 --
264 INT. CAGE - HALLWAY 264
Where Benedict follows the Goons and Danny out, brooding:
what's his next step? Walsh approaches.
DANNY
You get robbed or something,
Benedict? Geez, that's a shame.
149.
Benedict looks up, suspicious.
BENEDICT
Stop there.
The Goons stop, spin Danny around to face Benedict.
BENEDICT
Where. Is. My. Money.
They hold each other's eye.
DANNY
What would you say if I told you
you could get your money back --
(beat)
-- if you gave up Tess?
(beat)
What would you say?
BENEDICT
I would say yes.
265 INT. BENEDICT'S SUITE 265
She's crestfallen.
266 INT. CAGE - HALLWAY 266
DANNY
Well, that's very interesting --
(beat)
-- but I didn't have anything to do
with it.
He grins. Benedict sinks.
BENEDICT
(to his Goons)
Escort Mr. Ocean to the exit. And
contact the police. I would imagine
Mr. Ocean is in violation of his
parole.
267 INT. BENEDICT'S SUITE - ON TV 267
The Goons haul Danny out. Tess has left, heartbeats ago:
the room's door is just closing.
150.
268 INT. CAGE - HALLWAY 268
WALSH
Maybe we should have held him.
BENEDICT
No. Follow him. Everywhere.
269 INT. CASINO FLOOR - OUTSIDE CAGES 269
Benedict exits. Takes in his casino. It's been a bad night:
he's down a hundred fifty million. He starts for --
270 INT. CASINO FLOOR - ELEVATOR BAY 270
As he arrives, the elevator doors open and Tess steps out.
She breezes right past him.
BENEDICT
Tess --
(as she doesn't stop)
Tess?
TESS
You of all people should know,
Terry: in your hotel, there's
always someone watching.
She keeps going. Benedict, now down a hundred fifty million
and one woman, boards the elevator. Its doors close on him.
271 EXT. ALLEY - VACANT WAREHOUSE - EARLY MORNING 271
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 --
STRIP - MOVING WITH THEM
Turk, Livingston, Frank, Basher, Yen, Saul, Linus and Rusty
march down the strip single-file, and when they come to an
intersection.
151.
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.
272 EXT. BELLAGIO CASINO - NIGHT 272
Tess exits, searching for Danny. She rounds the building to
--
273 EXT. SERVICE ENTRANCE 273
Where a LVPD squad car has just arrived to take goon-held
Danny away. She runs toward it.
TESS
Wait!
They do. As Danny is handcuffed and prepared for loading in
the back, he and Tess hold each other's glance.
TESS
Danny --
(beat)
I'm sorry.
DANNY
I knew what I was doing.
A beat.
TESS
I didn't.
A cop lowers Danny's head as he directs him into his seat.
TESS
How long will you be?
DANNY
(shrug)
Three to six months, I should
think.
The squad car door closes him in and Tess stands vigil as
it pulls away.
152.
ACROSS STREET
Rusty watches Danny being driven back to prison, too.
DISSOLVE TO:
274 EXT. FRONT GATE - MINIMUM-SECURITY PRISON - DAY 274
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.
RUSTY
Looking for someone?
DANNY
Thirteen million and you drive that
piece of shit cross country to pick
me up?
RUSTY
Hello to you, too.
They shakes hands. Rusty looks Danny over.
RUSTY
Your hair's grayer.
DANNY
Your eyes got closer together.
(beat)
How's life?
RUSTY
Life -- is a roomful of pillows.
(beat)
C'mon --
MOVING WITH Danny and Rusty toward the Mercedes, together
again.
RUSTY
Where do you want to go first?
153.
DANNY
To a phone.
Rusty had anticipated this.
RUSTY
I stopped and picked up your
personal effects, put them in the
back seat.
DANNY
My what?
Danny gets to the passenger door and looks in to see Tess
sitting in the back. She smiles at him.
DANNY
(smiling back, then)
I'm not sure these belong to me.
TESS
Sure they do.
Danny and Rusty get in. Danny kisses Tess. Rusty STARTS the
CAR.
DANNY
We need to find Rusty a girl.
RUSTY
There's a women's prison just down
the road --
He drives off. In the back, Danny takes Tess's hand in his.
Notices a silver wedding band on it.
DANNY
You said you sold this.
TESS
That's what I said.
DANNY
Liar.
TESS
Thief.
As they drive away another car STARTS its ENGINE begins to
follow. At the wheel: Benedict's goons.
THE END