When Daniel Ocean(George Clooney) is released from prison in New Jersey, his next heist is already planned. Danny's target are three Las Vegas casinos. They all belong to ruthless entrepreneur Terry Benedict, who, also shows a certain interest in Danny's beautiful ex-wife Tess(Julia Roberts). During a much-anticipated boxing event , there will be $150 million in the safe, 70 yards below the strip. So, Danny starts to hire professionals from all over the country: There's the card magician Rusty Ryan(Brad Pitt), the perfect pickpocket Linus Caldwell(Matt Damon) and the ingenious pyrotechnician Basher Tarr. Reuben Tishkoff, who lost a casino to Benedict, provides funding, the brothers Virgil(Casey Affleck) and Turk Malloy(Scott Caan) will drive and help, and Frank Catton, a professional card dealer, gets a job at the casino to watch the routines. Saul Bloom, will play the rich heavy weaponry dealer and live in the hotel, while Livingston Dell bugs the place to have a look over the shoulders of the security personnel. Finally, the chinese acrobat artist Yen will be the one to move inside the safe before the motion detectors are turned off. There are three rules to be followed: First: no blood. Second: Rob only who deserves it. Third: Do it as if you have nothing to lose. When the day of the boxing event finally draws near, all is set, and Benedict doesn't have a clue - or does he?