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The Ending Of Ocean's 11 Explained

In 2001, a remake of the 1960 heist movie "Ocean's Eleven" was released. This new take on the material is directed by Steven Soderbergh and stars Hollywood mega-stars like George Clooney, Brad Pitt, Matt Damon, and Julia Roberts. It tells the story of an impossible job carried out by a huge team of criminal experts who are looking to get rich and get Danny Ocean's wife back. The film proved to be so successful, it spawned two sequels and a spin-off. 

Like most heist films, "Ocean's Eleven" features a crew with many colorful members and centers around a big, complicated plan with a lot of moving parts. If a single step goes wrong, everything will fall apart. While this leads to riveting entertainment, it can also get a little confusing. That's why we're here to examine all the major beats in the story and its most critical character motivations, in order to clear up any lingering questions you may have regarding the thrilling climax of this thoroughly entertaining movie. This is the ending of "Ocean's Eleven," explained.

Danny Ocean regains his freedom

"Ocean's Eleven" opens with a parole hearing for Danny Ocean (George Clooney). We learn that he's been implicated in several crimes, but only ever caught for one — stealing Incan matrimonial masks. This tells us that Danny is a careful and calculating man who makes sure his name remains as clean as possible. The authorities ask why he committed this crime, and Danny says his wife left him, which sent him into a self-destructive spiral. When asked if he'll do anything like this again, he points out that his wife already left him once and isn't likely to do so again.

Danny is released from prison and immediately gets to work planning his next heist. He meets up with some old colleagues: Blackjack dealer Frank Catton (Bernie Mac), who's operating under an assumed identity in order to keep working, and his partner, Rusty Ryan (Brad Pitt), who's spending his nights teaching poker to teen idols like Topher Grace and Joshua Jackson.

Before he agrees to help, Rusty needs to know why Danny wants to pull such a big job immediately after regaining his freedom. Danny tells him it's because he just lost four years of his life, and Rusty is wasting his skills teaching cards to young Hollywood. They both deserve better than this. With that, Rusty agrees, and they start to put a crew together.

The crew comes together

The plan is to rob three Las Vegas casinos owned by a man named Terry Benedict (Andy Garcia). In order to fund such a huge operation, the crew needs someone with disposable income. They go to Reuben Tishkoff (Elliott Gould), a very wealthy man who was forced to sell his casino to Benedict just so Benedict can tear it down and build his own monstrosity in its place. Reuben agrees to help out of a desire to punish this hated rival. Since they need drivers, they next turn to Utah residents Turk and Virgil Malloy (Scott Caan and Casey Affleck), whom they dub the Mormon Twins. They haven't had a job in so long, they're racing toy monster trucks against a real one just to keep from getting bored. 

The crew grows swiftly from that point on. A tech guy named Livingston Dell (Eddie Jemison) who's working for the FBI and hating it jumps on board. An Englishman named Basher Tarr (Don Cheadle) agrees to take care of their explosives. Their greaseman arrives in the form of an acrobat named Yen (Shaobo Qin). A retired con man with ulcer problems is brought in to pose as a wealthy old man. And then there's Linus (Matt Damon), a pickpocket from Chicago, who will help them steal the codes to the casino's vaults. Once assembled in Reuben's house, the crew discusses the details of the heist.

The job's many obstacles

Although they'll be robbing three casinos, the crew only needs access to one vault. Below the Bellagio hotel and casino is a massive vault that holds all the money for the Bellagio, the Mirage, and the MGM Grand. These are all casinos owned by the ruthless and cautious Terry Benedict. Therefore, the vault is almost impenetrable.

Danny explains that they have to get into an area called the cages, which leads to the interior of the vault. Once this is complete, they'll need to get through a series of doors. Each door has its own six-digit code, which changes every 12 hours. The elevator that takes one down to the outer doors of the vault requires fingerprint identification and vocal authorization to operate. The shaft of said elevator is rigged with lasers, which will detect anyone trying to climb down.

If they manage to make it to the corridor leading to the vault, they'll have to contend with two armed guards and the most complicated vault door ever conceived by man. Basically, it's impossible. However, the heist is set for the night of a big boxing event, which means there will be roughly $160 million in cash down there. For that kind of score, they're willing to brave these myriad obstacles.

Danny reconnects with Tess

Danny's ex-wife is a woman named Tess (Julia Roberts). As stated in the opening scene, he was so screwed up over losing her, he got caught on his last heist. We later learn that she left him because he kept his thievery a secret. She now considers him both a liar and a crook.

Since their divorce, Tess has started dating Terry Benedict. This doesn't sit right with Danny. He surprises (or ambushes) her at dinner while she's waiting for her new beau and tells her that he can accept her moving on, but not with Terry. He doesn't like Terry one bit, and is convinced he's bad for her. She, obviously, doesn't care what he thinks. He asks if Terry makes her laugh. She retorts that he doesn't make her cry.

Terry shows up and meets Danny for the first time. Danny makes his excuses and leaves. When Rusty discovers that Tess is with Terry (thanks to Linus following Terry and learning his schedule), he demands to know if this is the real reason Danny wants to do this job. Danny lies and says no. In actuality, of course, it is all about getting Tess back.

The demolition

The demolition of Reuben's old casino is slated to take place before the heist. It's a big event, inspiring the press and several citizens to turn out to watch the building crumble. Basher watches it happen on television, despite the fact that it's going on right outside his window, as he works on what appear to be enormous green gemstones. The explosion proves to be so powerful, it cuts off Vegas' electricity.

Concerned, Basher investigates. As Ocean and his crew plan out the heist in a giant replica of the vault they've had built, Basher runs in and gives them the bad news: The explosion destroyed the backup grid, which he was going to take out himself. Now, the people responsible for the power grid know its weaknesses and are fixing them, meaning his plan won't work.

The crew decides to steal a device from the California Institute of Advanced Science that will send out an electromagnetic pulse powerful enough to shut down all the electricity in Vegas for about 30 seconds. Yen gets injured in the process and is forced to wear a bulky bandage on his hand. This comes into play later on.

The heist begins

The casino red-flags Danny after his meeting with Benedict, forcing Linus to take his place at the last second. This means that eyes will be on Danny the second he steps inside. Linus poses as an agent from the Nevada Gaming Commission, who's there to find out if blackjack dealer Ramon is actually a criminal named Frank Catton. During a funny interrogation scene, Frank and Linus get in a fight, and Linus uses his pickpocketing skills to steal the codes for the vault doors.

The Malloy boys escort a vault box with Yen hidden inside to the vault. At the same time, Saul (posing as the wealthy arms dealer Lyman Zerga) watches as his briefcase is also delivered to the vault. While he's pretending it's full of valuable green jewels, these "gemstones" are actually the explosives Basher was working on earlier. Frank is escorted out of the casino, and Linus is on his way to the elevator.

Danny and Bruiser

Danny goes to see Tess. They have a little argument, but he ends up telling her he's just there to say goodbye. He gives her a kiss on the cheek and leaves. Two of Benedict's goons are waiting for him, and swiftly take him to a back room where there are no cameras. Although Danny is told Benedict wants to talk to him, he realizes pretty quickly that Benedict will not be showing up. A large and intimidating man enters the room instead.

The goons depart, leaving Danny alone with a big, mean, apparently unfriendly guy. After one punch, however, we learn that this man is named Bruiser (Scott L. Schwartz), and he works for Danny. They talk about how his family's doing, and Bruiser mentions his wife is pregnant again. While they talk, Danny pulls a vent from the ceiling and climbs through it. Bruiser then pretends to brutally beat Danny up while he escapes. It sounds convincing enough to fool the goons standing outside.

Blowing up the door

While in the elevator, Linus starts getting changed. He gets to the roof and finds Danny there waiting for him. Turns out, getting red-flagged was just a ruse. He needed Benedict to think he was being taken care of so he wouldn't suspect anything else was going on.

As Benedict meets Tess at the boxing match, Basher sets off the EMP. This shuts down all the electricity in the city, including the laser motion detectors in the vault's elevator shaft. Linus and Danny tether themselves to the bottom of the elevator and drop down. The tethers don't quite reach the bottom, however, so they have to cut their line before the lasers come back.

They open the doors and throw a device down the hall that knocks out the armed guards. As they zip-tie these men, Yen uses his acrobatic skills to set explosives on the inside door of the vault without actually touching the vault. His bandage snags on something, however, and he is almost blown to smithereens. Luckily, the batteries in the detonator die, and need to be replaced. This gives him just enough time to stand clear of the explosives. Once they go off, Danny and Linus enter and get to work on bagging up the cash.

I'm the guy who's robbing you

When the electricity comes back on, things have descended into chaos. Everyone is fighting, and folks are trying to steal gambling chips. As Tess and Benedict leave the fight, a phone starts ringing in her pocket. Not everyone had a cell phone back in 2001, so she's shocked to find one in her pocket. She answers it, and hears Rusty's voice on the other end. He asks to speak with Benedict.

Rusty tells the casino owner that he's the guy robbing him. He explains that the vault had just over $160 million in it, and his guys have already bagged up half of it and rigged the remaining $80 million with explosives. He demands Benedict's security guards carry out the cash they've already amassed and deliver it to an unmarked van outside. If they show any sign of not adhering to his orders, he will blow up the money still left in the vault. 

Benedict orders his manager to call the police and tell them men with explosives are trying to rob the casino. Tess meets Rusty and asks him what's going on. He tells her everything is fine, and says Danny would like her to go up to her room and watch TV.


The money is delivered to the van, and a S.W.A.T. team arrives. Benedict tells Rusty that he only has one request: He wants him to run and hide. Benedict is going to send his people looking for this mysterious caller, and when they find him, they'll do far worse than any police officer could. Unfortunately, Rusty isn't listening to him. He's abandoned his phone to get ready for the next part of the plan.

The S.W.A.T. team heads into the vault. We don't see what happens, but we hear it: The team leader starts yelling about someone being in the vault, shots are fired, and an explosion takes place. At the same time, Benedict's men chase down the white van to the airport. They shoot out the tires and approach — only to find that no one is driving it. In fact, one of the Malloy brothers is controlling it via remote. The back of the van explodes, destroying all the money.

Except ... there was no money in the bags. They were filled with nothing but flyers. The same is true of the vault: Instead of burned cash flying all over the place, charred advertisements fill the air.

It was staged

As Benedict talked to Rusty, he went to his security headquarters and watched the video feed. It showed him three men in the vault, bagging up money. However, after the explosions take place, Benedict realizes a detail is missing from the footage he saw. The recorded vault lacks a Bellagio logo Benedict recently had installed. This reveals that the footage he watched was a pre-recorded video, shot in the replica vault Danny and his team built.

When the casino manager called the police, the call went to Livingston at the hotel. The S.W.A.T. team was actually Rusty and the rest of the crew in disguise. They went into the vault, grabbed the money, and replaced it with decoys. The shouting and explosion we heard were phony — they were all part of a ploy to distract Benedict from the actual plan. The "S.W.A.T. team" walked right out of the casino with all the money in the vault, and no one even batted an eye.

Danny and Tess

After he realizes the truth, Benedict goes to check on Danny. It's like he never left — even Bruiser is still there, apparently delivering the ordered beatdown. Benedict demands to know where the money is, but Danny pretends to have no idea what's going on. As Benedict and his men escort him out of the room, Danny asks if Benedict has been robbed. This triggers Benedict into asking him one more time where his money is.

At the same time, Tess turns on the TV in her room. She sees a live feed of Benedict confronting Danny. Danny offers Benedict a chance to get his money back: If Benedict gives up Tess, he'll regain the stolen cash. Benedict agrees. This is all Tess needs to hear — she now sees her boyfriend for the slime he is, and walks out on him.

Benedict gets Danny locked up for violating his parole. Three-to-six months later, Danny is released, and Rusty comes to pick him up. Tess is there too, and the couple reunites. Rusty drives them away from the prison, closely followed by Benedict's men. The heist was a success and Danny got his wife back, but Benedict isn't finished with Ocean and his crew just yet. You might understand this movie's ending, now that we've explored it beat by beat, but you'll need to watch the sequels to find out what happens next.