AFI Catalog of Feature Films
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Ocean's Eleven
Director: Lewis Milestone (Dir)
Release Date:   Aug 1960
Premiere Information:   World premiere in Las Vegas, NV: 3 Aug 1960; New York and Los Angeles openings: 10 Aug 1960
Production Date:   mid-Jan--mid-Mar 1960
Duration (in mins):   127
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Cast:   Peter Lawford (Jimmy Foster)  
    Dean Martin (Sam Harmon)  
    Frank Sinatra (Danny Ocean)  
    Henry Silva (Roger Corneal)  
    Joey Bishop ("Mushy" O'Connors)  
    Norman Fell (Peter Rheimer)  
    Clem Harvey (Louis Jackson)  
    Richard Benedict ("Curly" Steffans)  
    Buddy Lester (Vincent Massler)  
    Sammy Davis, Jr. (Josh Howard)  
    Angie Dickinson (Beatrice Ocean)  
    Richard Conte (Anthony Bergdorf)  
    Cesar Romero (Duke Santos)  
    Patrice Wymore (Adele Ekstrom)  
    Akim Tamiroff (Spyros Acebos)  
    Ilka Chase (Mrs. Restes)  
    Jean Willes (Grace Bergdorf)  
    Hank Henry (Mr. Kelly)  
    Lew Gallo (Jealous young man)  
    Robert Foulk (Sheriff Wimmer)  
  Guest stars: Red Skelton (Himself)  
    George Raft (Jack Strager)  
    Shirley MacLaine (Inebriated woman)  
    Charles Meredith (Mr. Cohen)  
    Richard Sinatra (Attendant)  
    David Carlile (Attendant)  
    Harry Drucker (Barber)  
    Anne Neyland (Delores)  
    Joan Staley (Helen)  
    George E. Stone (Proprietor)  
    John Eiman (Boy)  
    Gary Stafford (Boy)  
    H. T. Tsiang (Houseboy)  
    Wesley Gale (Sky cap)  
    Myrna Ross (Passenger)  
    Norma Yost (Airline hostess)  
    Marjorie Bennett (Customer)  
    Louis Quinn (De Wolfe)  
    Laura Cornell (Honeyface)  
    John Indrisano (Texan)  
    Dick Hudkins (Drunk)  
    Al Silvani (Boss)  
    Shiva (Snake dancer)  
    Mike Jordan (Bartender)  
    Charles Red Marshall (Bartender at Sahara)  
    James Waters (Disposal attendant)  
    Steve Pendleton (Maj. Taylor)  
    Ronnie Dapo (Timmy Bergdorf)  
    R. John Slosser (Squad leader)  
    Howard Roth (Squad leader)  
    Perri Bova (Maid)  
    James Canino (Elevator operator)  
    Carmen Phillips (Hungry girl)  
    Paul Bryar (Police officer)  
    Joe Gallerani (Police officer)  
    Jay Gerard (Cab driver)  
    John Craven (Cashier)  
    Art Stewart (Cashier)  
    Bob Whitney (Cashier)  
    Dave White (Cashier)  
    Ted Otis (Cashier)  
    Robert "Buddy" Shaw (Cashier)  
    Jack Santoro (Cashier)  
    Rex Devereaux (Cashier)  
    Ralph Gambina (Manager)  
    Edward Cable (Security cop)  
    Edward Warren (Security cop)  
    Andy Martin (Security cop)  
    Tony Malone (Escort)  
    Tony DeMilo (Sahara M.C.)  
    Eddie Gomez (Riviera M.C.)  
    Robert Bock (Desert Inn M.C.)  
    Garr Nelson (Sands M.C.)  
    David Landfield (Flamingo M.C.)  
    Leonard George (Police operator)  
    Murray Alper (Deputy)  
    Buck Young (Dispatcher)  
    Tom Middleton (TV newscaster)  
    Sparky Kaye (Riviera manager)  
    Hoot Gibson (Roadblock deputy)  
    June Michele (Driver)  
    Forrest Lederer (Sands manager)  
    Tommy Galligher (P.R. man)  
    Rummy Bishop (Castleman)  
    Gregory Gay (Freeman)  
    Don "Red" Barry (McCoy)  
    William Justine (Parelli)  
    Robert Gilbreath (Pilot)  
    Nicky Blair (Usher)  
    David Leonard (Rabbi)  
    Red Norvo (Musician)  
    Pinky Lee (Man who talks to newsman)  
    Imogene Gartin    
    Brad Harris    
    John Holland    
    Helen Jay    
    Louise Black    
    Barbara Sterling    

Summary: In Beverly Hills, around Christmastime, excitable racketeer Spyros Acebos is waiting to hear from former sergeant Danny Ocean, who led the heroic 82nd Airborne unit of paratroopers during World War II. Acebos hopes that Danny will reassemble his highly trained commando unit to participate in a heist that will make them millionaires. Danny and a fellow paratrooper, Jimmy Foster, have worked out a detailed plan for putting Acebos’ idea into action that requires carefully timed, military precision. However, they are avoiding Acebos’ calls until they locate their former comrades and convince them to participate. After searching Phoenix, San Francisco and other cities where the men have scattered, Danny reunites his ten colleagues at Acebos’ home to outline his plan, which is to simultaneously rob five Las Vegas casinos—the Sands, Flamingo, Sahara, Riviera and Desert Inn--on New Year’s Eve at midnight. Each man has his own reason for agreeing to the risky mission: for instance, playboy Jimmy wants to break his financial dependence on his wealthy, socialite mother, Mrs. Restes, while Vincent Massler wants enough money so that his wife can quit her job as a stripper. Key to the operation is the unit’s luckless electrician, Anthony Bergdorf, who was recently released after serving time in San Quentin. Having assisted a jeweler in an insurance fraud scheme and become the victim of a complicated frame-up, Tony, who has a young son, is at first unwilling to risk further imprisonment. After his doctor informs him that he has a fatal heart condition, however, he agrees to the mission in order to leave a financial legacy for his child. Former race car driver “Curly” Steffans, prizefighter “Mushy” O’Connors, rodeo cowboy Louis Jackson, Peter Rheimer, Roger Corneal and Josh Howard, a former baseball player who lost an eye in the war and now works as a garbage collector, all agree to “liberate millions” from the casino vaults. However, Danny’s best friend, Sam Harmon, a lounge singer who knows the city intimately and is aware of the level of security there, points out that they are not as athletic as they once were. Frustrated, Acebos calls him a traitor, but when Danny offers to let Harmon back out, Harmon realizes that he cannot talk his friends out of the plan and joins them out of loyalty. Harmon is also concerned about Danny, whose estranged wife Beatrice left him for a more stable life, feeling that their marriage was a “floating crap game.” Knowing they are both still in love, Harmon brings them together to talk. Danny invites Bea to go with him to Rio on January second, raising her suspicions that he is involved in another questionable activity. Recognizing that he “can never love a woman as much as he loves danger,” she refuses him, but hopes he will someday want to settle down. Two days before New Year’s, the men regroup in Las Vegas. Surreptitiously, they spray infra-red painted arrows, which can be seen only by using special glasses, on the casino floors that lead to the cashier cages and back doors, and mark significant door knobs. After sneaking into the utility side of the casinos using keys acquired by Josh, Tony studies their electrical systems. When Danny unexpectedly encounters Adele Ekstrom, one of his “flings” who is jealous that Danny has met with Bea, they have a quarrel, after which she vows to get back at him. Adele calls Bea, hoping to make her jealous, but Bea is not moved by Adele’s maliciousness. When Adele encounters Mrs. Restes, who is in Las Vegas with Duke Santos, who is to be her sixth husband, she reports that Jimmy is in town with his war buddies and not skiing in Squaw Valley, as he had told his mother. After a bowling game, during which Danny’s men discuss the rest of their plans, ammunition expert Rheimer, assisted by Mushy, sets a timed explosive on an electrical control tower to go off shortly after midnight. Meanwhile, Tony rigs the wiring of the emergency generators of the five casinos to open the vault doors instead of turn on the lights. On New Year’s Eve, assigned to teams of two, Danny’s men disperse to the five casinos and discreetly wait for midnight. After the clock strikes twelve, as everyone sings “Auld Lang Syne,” an explosion destroys a control tower, throwing the casinos into darkness. As planned, casino operators turn on the emergency generators, which open the vaults, allowing the teams to hold up the vulnerable cashiers and take the money. After stashing the money in the casinos’ trash cans, Danny’s men return to their places inside the casinos in time for the lights to come on. One by one, Josh picks up the trash at each casino and loads it into his garbage truck. Although the thefts are swiftly reported and everyone exiting the city by car, train or airplane is searched, Josh’s truck is not suspected and passes through roadblocks to the dumpsite, where he hides the money. In Beverly Hills, Acebos, whose criminal reputation prevents him from entering Las Vegas without raising suspicions, is elated to hear about the robbery on the radio. Danny is expressing amazement at how easily the scheme worked when Tony collapses from a heart attack and dies. Meanwhile, Duke, who is prominent in the underworld, wonders who was behind the heist. Confident of his extensive connections, he meets with the managers of the five casinos and negotiates to return the money for thirty percent of the total. Later, when Mrs. Restes mentions that Jimmy is in town with his war buddies, Duke recalls a previous conversation in which his future stepson mentioned plans to make his own money for the first time in his life. Guessing that Jimmy and his cronies are responsible for the robbery, Duke, whose childhood poverty drove him to fight his way to wealth, admires the deed and thinks that, if Jimmy had been born poor, “what a career he could have!” After bribing an undertaker’s assistant, Mr. Kelly, to inform him of anyone who contacts the establishment about Tony, Duke approaches Danny and Harmon and threatens to turn them in unless they give him half of the money. Impressed by their accomplishment, he says if they were professionals, he would have put them out of business, but that “new talent needs encouragement.” Afterward, when Harmon learns that Duke is Jimmy’s mother’s fiancé, he assumes that Jimmy double-crossed them, until Danny reminds him that Jimmy knows where the money is hidden and could easily have taken it and left. As an alternative to paying off Duke, Danny’s men break into the mortuary and stash the money in Tony’s coffin. Expecting that the corpse will be shipped to his ex-wife Grace in San Francisco, they plan to later retrieve the money, but hold back $10,000, which they immediately send to Grace. Later, when Grace comes to Las Vegas to make final arrangements for Tony, the undertaker, Mr. Cohen, suggests that she can save money by having the service in Las Vegas. The former paratroopers attend Tony’s funeral, as does Duke, who has been contacted by Kelly. During the service, Kelly shows Duke a money band, marked ten grand, which he found on the floor under Tony’s coffin that morning. As the minister reminds the gathering that “the Lord giveth and the Lord taketh away,” the men are bewildered by a rumbling sound and an usher explains that the deceased is being cremated. After the service, the men, each lost in his own thoughts, leave the mortuary.


Production Company: Dorchester Productions, Inc.  
Distribution Company: Warner Bros. Pictures, Inc.  
Director: Lewis Milestone (Dir)
  Ray Gosnell Jr. (Asst dir)
  Gene Foster (Asst dir)
Producer: Lewis Milestone (Prod)
Writer: Harry Brown (Scr)
  Charles Lederer (Scr)
  George Clayton Johnston (Based on a story by)
  Jack Golden Russell (Based on a story by)
Photography: William H. Daniels (Dir of photog)
  Carl Gibson (Key grip)
  Lloyd Hill (Gaffer)
  Al Lane (Cam op)
  Bill Johnson (Asst cam)
  Richard Doran (Asst cam)
  Burdell Schwiebert (Asst cam)
  Floyd McCarty (Stills)
Art Direction: Nicolai Remisoff (Art dir)
Film Editor: Philip W. Anderson (Film ed)
Set Decoration: Howard Bristol (Set dec)
  John Orlando (Prop master)
  Eugene Sussman (Props)
  Oscar Aronow (Props)
  George Brokaw (Crafts)
  Bill Devins (Leadman)
Costumes: Howard Shoup (Cost des)
  Bob Richards (Men's ward)
  Florence Crewell (Women's ward)
  Morris Brown (Ward)
Music: Nelson Riddle (Mus comp and cond)
  Arthur Morton (Orch)
Sound: M. A. Merrick (Sd)
  William Lambert (Rec)
  William Thompson (Boom op)
Special Effects: Saul Bass (Title des)
Make Up: Gordon Bau (Makeup supv)
  Bob Schiffer (Makeup)
  Beans Ponedel (Makeup)
  Terry Miles (Makeup)
Production Misc: Dick Benedict (Asst to the prod/[Dial dir])
  Jack R. Berne (Prod mgr)
  Eddie O'Carroll (Loc auditor)
  George Reynolds (Prod asst)
  Lois Kerst (Prod secy)
  Jack Roberts (Casting dir)
  Bob Irving (Prod coord)
  Stanley Scheuer (Scr supv)
  R. K. Sheffer (Tech adv)
Country: United States
Language: English

Songs: "Ee-O Eleven" and "Ain't That a Kick in the Head," music and lyrics by Sammy Cahn and James Van Heusen; "A Man Could Be a Wonderful Thing," music by Leon L. Carr, lyrics by Leo Corday; "I'm Gonna Live 'till I Die," music and lyrics by Walter Kent, Al Hoffman and Manny Kurtz; "Auld Lang Syne," words by Robert Burns, music Scottish traditional.
Composer: Robert Burns
  Sammy Cahn
  Leon L. Carr
  Leo Corday
  Al Hoffman
  Walter Kent
  Manny Kurtz
  James Van Heusen
Source Text:

Copyright Claimant Copyright Date Copyright Number
Dorchester Productions, Inc. 4/8/1960 dd/mm/yyyy LP17061

PCA NO: 19613
Physical Properties: Sd:
  col: Technicolor
  Lenses/Prints: Photographic lenses by Panavision

Genre: Comedy-drama
Sub-Genre: Gambling
  with songs
Subjects (Major): Casinos
  Las Vegas (NV)
Subjects (Minor): Beverly Hills (CA)
  Bowling and bowling alleys
  Death and dying
  Fathers and sons
  Garbage trucks
  Heart disease
  Mothers and sons
  New Year's Eve
  Phoenix (AZ)
  Romantic rivalry
  San Francisco (CA)
  Striptease dancers and dancing

Note: Many contemporary sources refer to the film as Ocean's 11 . After the opening credits, voice-over narration by Joey Bishop as "'Mushy' O'Connors" sets the story at "Christmastime in Beverly Hills, California--a time when everyone thinks only kind, tolerant, generous thoughts." At the end of the film, as the ten men walk away from the mortuary, they are shown onscreen individually with their names and character names superimposed. Behind them a marquee advertises “In the Lounge Jonah Jones, Norman Brooks and Ann Brooks, Red Norvo and Ernie Stewart Trio.” According to a Mar 1960 HR news item, Norvo "and his trio” appeared in the film performing backup for Dean Martin’s song “Ain’t That a Kick in the Head.” Jonah Jones was a jazz trumpeter. After the final shot and ending credit of Sammy Davis, Jr., a second sign above the first lists the names of Frank Sinatra, Martin, Davis, Peter Lawford and Bishop.
       The group of five, which was headed by Sinatra, came to be known in Hollywood as the “Rat Pack.” Shirley MacLaine, who, according to an Aug 1960 LAEx article, made an unbilled appearance in the film at her own request, was considered an "auxiliary” member of the group. Los Angeles restaurateur Nicky Blair, George E. Stone, Hoot Gibson, Red Barry and other friends of Sinatra, many of whom are old character actors, make brief appearances in the film.
       The ten closing cast credits of Ocean’s Eleven differ in order from the opening credits and do not include some of the above-title names. In the opening credits, the cameo appearances of George Raft and Red Skelton are labeled as “guest stars.” The character name “`Curly’ Steffans” is spelled with an “a” onscreen, although the CBCS and reviews spell the name “Steffens.” The character portrayed by actress Laura Cornell is called “Honeyface” in the film and “Sugarface” in the CBCS.
       In Apr 1956, a DV news item reported that director Gilbert L. Kay and producer Earl Colbert had signed jazz guitarist Barney Kessell to score Ocean’s Eleven , which was to be the first picture produced by the newly formed Matador Productions. The news item reported that the authors of the original story, George Clayton Johnston and Jack Golden Russell, were co-partnered with Kay and Colbert. According to a Dec 1957 LAT news item, Lawford and Sinatra bought the screenplay, although, according to a 1957 NYT news item, neither planned to appear before the camera.
       A Sep 1958 LAEx news item, mentioning that Sinatra and Lawford’s friendship had “blossomed into a business deal,” confirmed their plans to produce the film in the Las Vegas area, at “the famed magnesium plant in Henderson, Nev.,” a few miles outside of the city, and at the Sands Hotel, of which Sinatra and Martin had part ownership. The news item reported that small cottages near the plant would be used in the story to advance the plot, which called for them to be set on fire, so that the story’s “gangsters” could hold up six hotels on the Strip while the fire and police departments fought the blaze. The news item also reported that during production, Sinatra, Lawford, Martin and Davis would alternate performances at the Sands each night.
       According to a Sep 1958 DV news item, the film would be co-produced by Sinatra’s Dorchester Productions and Lawford’s Kenlaw Productions companies, and Sinatra and Lawford would perform in the film with Davis, Martin and Buddy Lester. An Aug 1958 HR news item reported that production of the film, which was being written by Richard Breen, was being postponed until after Sinatra completed the film All My Tomorrows , which was the working title for the 1959 United Artists release A Hole in the Head (see entry above). According to Nov 1958 LAMirror-News and Oct 1958 DV news items, Lawford and Breen traveled to Las Vegas to work on the script, which they discussed with the Las Vegas police chief, R. K. Sheffer (misspelled Shefter in the DV news item). Breen was not credited onscreen and his contribution to the final film has not been confirmed.
       An Aug 1958 HR news item, which erroneously referred to the film as Oceans of Loving , and an Oct 1958 LAT news item, reported that Sinatra was negotiating with Jackie Gleason, who did not appear in the final film. An unsourced but contemporary article at the AMPAS Library adds that Tony Curtis and Milton Berle had been signed for cameos in the picture, and that Daniel Fuchs had worked on the screenplay. Although their appearance in the film has not been confirmed, a HR production chart adds Cosmo Sardo to the cast and HR news items add Sandra Preston, Billy Snyder and Bob “Sarge” Allen. Modern sources add Charles Perry, John George, Jerry Velasco, Joe Gray, Mike Lally, Max Wagner, Harry Wilson and Nelson Leigh to the cast. Dick Benedict, who was credited onscreen as an assistant to the producer and portrayed `Curly’ Steffans, also served as dialogue director for the film, according to a Jan 1960 HR news item.
       According to an Aug 1960 LAEx article, producer-director Lewis Milestone had discarded most of the original melodramatic story, keeping only the basic idea of twelve ex-paratroopers robbing five Las Vegas casinos. Jan and Feb 1960 HR news items reported that portions of the film were shot at the Sands, Sahara and Riviera, three of the five hotel casinos mentioned in the story, as well as at the Warner Bros. studio. Although it was later refuted in a modern book about the Rat Pack, an Aug 1960 LAEx article reported that the cast and crew shot the casino sequences during the establishments’ slowest times, between 1:00 a.m. and 5:00 am. A Mar 1960 LAMirror-News article stated that television-style cue cards were used to eliminate the need for the cast to memorize lines. As planned over a year in advance, the film’s leads alternated performances in the Copa Room of the Sands Hotel at night. Several autobiographical sources and documentary footage describe the party atmosphere, the pranks and drinking during the making of the film, all in the Rat Pack’s flamboyant style, which can be summed up by one of their signature phrases, “ring-a-ding-ding.” The filming lured more than the usual number of tourists to the Strip, most notably Lawford’s brother-in-law and future president John F. Kennedy, who was making pre-campaign tours and for whom the Rat Pack members later campaigned.
       The Ocean’s Eleven ’s Aug 1960 Las Vegas premiere was themed as a New Year’s Eve celebration set in the summer, and included the leads performing together at the Sands as part of the festivities. According to an Aug 1960 LAEx article, “The film is one of the few that typifies the de-moralization trend in film making today. There’s no punishment for the crime.” A 30 Aug 1960 LAT article, titled " Ocean’s 11 Fails to Awe N.Y. Critics,” quoted a reviewer as stating: “If this picture can be parlayed…into a great success, then they’ve gotten away with real murder. If not, and the public ignores one of the truly emptiest displays on record, maybe some of these many talents will be forced to go to work.”
       Despite the mixed reviews during its opening, Ocean’s Eleven became the highest grossing motion picture of Sinatra’s career, according to modern sources. The Rat Pack made other films, the first of which in which some members appeared together was the 1959 M-G-M picture Some Came Running , starring Sinatra, Martin and MacLaine (see entry below). Later films included the 1962 UA release Sergeants 3 , the 1963 4 for Texas and the 1964 Robin and the 7 Hoods , the latter two for Warner Bros. (see AFI Catalog of Feature Films, 1961-70 ). However, Ocean’s Eleven has been described by modern sources as “the quintessential Rat Pack film.”
       The Sands Hotel, as seen in the film, was demolished in Nov 1996 and rebuilt. Angie Dickinson and Henry Silva, who portrayed "Beatrice Ocean" and "Roger Corneal" in the original film, made brief appearances in the 2001 Warner Bros. remake of Ocean’s Eleven , which was directed by Steven Soderbergh and starred George Clooney and Brad Pitt. Clooney and Pitt reprised their respective roles, as did most of the same creative team, in the 2004 sequel, titled Ocean’s Twelve

Bibliographic Sources:   Date   Page
American Movie Classics Magazine   Feb 1997   pp. 8-9.
Box Office   15 Aug 1960.   
Box Office   22 Aug 1960.   
Cincinnati Enquirer   7 Feb 1960.   
Cue   20 Aug 1960.   
Daily Variety   18 Apr 1956.   
Daily Variety   26 Sep 1958.   
Daily Variety   31 Oct 1958.   
Daily Variety   5 Aug 60   p. 3.
Film Daily   5 Aug 60   p. 9.
Hollywood Citizen-News   11 Aug 1960.   
Hollywood Reporter   14 Aug 1958.   
Hollywood Reporter   25 Aug 1958   p. 4.
Hollywood Reporter   11 Feb 1959   p. 4.
Hollywood Reporter   12 Jan 1960   p. 5.
Hollywood Reporter   14 Jan 1960   p. 4.
Hollywood Reporter   15 Jan 1960   p. 16.
Hollywood Reporter   22 Jan 1960   p. 12.
Hollywood Reporter   27 Jan 1960   p. 16.
Hollywood Reporter   1 Feb 1960   p. 8.
Hollywood Reporter   3 Feb 1960   p. 8.
Hollywood Reporter   4 Feb 1960   p. 10.
Hollywood Reporter   9 Feb 1960   p. 12.
Hollywood Reporter   18 Mar 1960   p. 14.
Hollywood Reporter   28 Mar 1960   p. 6.
Hollywood Reporter   20 Jul 1960   p. 3.
Hollywood Reporter   5 Aug 60   p. 3.
Los Angeles Examiner   6 Sep 1958.   
Los Angeles Examiner   13 Mar 1960   p. 12, 14.
Los Angeles Examiner   7 Aug 1960   p. 9, 12.
Los Angeles Examiner   11 Aug 1960   Section 2, p. 5.
LA Mirror-News   15 Nov 1958.   
LA Mirror-News   18 Jan 1960   Part II, p. 4.
LA Mirror-News   9 Mar 1960.   
LA Mirror-News   6 Aug 1960.   
Los Angeles Times   9 Dec 1957.   
Los Angeles Times   1 Oct 1958.   
Los Angeles Times   5 Aug 1960.   
Los Angeles Times   30 Aug 1960   Section II, p. 9.
Motion Picture Herald Product Digest   13 Aug 60   p. 894.
New York Times   11 Aug 60   p. 19.
New Yorker   20 Aug 1960.   
Newsweek   22 Aug 1960.   
Time   22 Aug 1960   p. 53.
Variety   10 Aug 60   p. 6.

Display Movie Summary
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