George Clooney Confirms Two Major Actors That Turned Down Ocean's Eleven

"The house always wins. You play long enough, never changing stakes, the house takes you," George Clooney's Danny Ocean says in 2001's Ocean's Eleven. "Unless, when that special hand comes around, you bet big. And then you take the house." Warner Bros. bet big and won on director Steven Soderbergh's Rat Pack remake, assembling a star-studded cast that included Brad Pitt, Matt Damon, and a famously $20 million-per-picture Julia Roberts. But there were two sought-after actors Ocean's 11-man crew of conmen couldn't recruit to pull off their Las Vegas casino heist: Johnny Depp and Mark Wahlberg.

"Steven had just done Erin Brockovich and Traffic, and he was [Oscar] nominated for directing both films," Clooney said of his Ocean's trilogy director at the 2023 TCM Classic Film Festival (via EW). "So, people really wanted to work with Steven."

"That said, some people did say no to us," Soderbergh said. 

Clooney confirmed that Depp and Wahlberg were approached to play pick-pocketing heist rookie Linus Caldwell, which ultimately went to future Bourne star Damon, who would reprise the role in 2004's Ocean's Twelve and 2007's Ocean's Thirteen

"They did [say no to us]," said Clooney. "Some very famous people told us to f— right off. Mark Wahlberg, Johnny Depp. There were others. They regret it now. I regret doing f—ing [Batman & Robin]."

Ocean's Eleven went on to gross $450 million against a budget of $85 million at the global box office, spawning two sequels and the female-led spinoff Ocean's 8 in 2018. Along with Clooney, Pitt, Roberts, and Damon, Eleven featured a cast that included Andy Garcia, Bernie Mac, Elliott Gould, Don Cheadle, and Carl Reiner, among others. 

The flashy Vegas heist movie with an all-star ensemble, a remake of the 1960 film that starred Frank Sinatra, Dean Martin, and Sammy Davis Jr., "felt like the next iteration in my desire to work in the mainstream film business and make movies that could be released in a lot of theaters," Soderbergh recalled. "I grew up watching movies made by great filmmakers that were commercially successful, distinctive movies. And I wanted to be part of that tradition."

Added Clooney: "It's also important to understand where we were at the time. The studios were making very big, broad, not very good films at that time. Steven had this idea of trying to infuse all of this independent film stuff that all of these young filmmakers were learning back into the studio system. It was going to get back to the things that they were doing from like 1964 to 1975."