Matt Damon Was the Third Choice for His Oceans Eleven Role

In 2001, Steven Soderbergh assembled a team of Hollywood's finest movie stars to star in his remake of Ocean's 11. The cast needed an ensemble of fresh A-list talent in order to match the heights of the original Rat Pack production, which starred Frank Sinatra, Dean Martin, and Sammy Davis, Jr. among others. But who

The Big Picture

  • A-list actors like Mark Wahlberg and Johnny Depp turned down roles in Ocean's Eleven , but now regret their decision due to the franchise's continuing popularity.
  • George Clooney used his wit to convince Julia Roberts to join the cast, attaching a $20 bill to the script to reference her high paycheck.
  • Other actors considered for roles in the film included Owen Wilson, Ewan McGregor, the Coen Brothers, Ralph Fiennes, Mike Myers, and Alan Arkin, showcasing the high demand and competition for the star-studded cast.

In 2001, Steven Soderbergh assembled a team of Hollywood's finest movie stars to star in his remake of Ocean's 11. The cast needed an ensemble of fresh A-list talent in order to match the heights of the original Rat Pack production, which starred Frank Sinatra, Dean Martin, and Sammy Davis, Jr. among others. But who was 2001's answer to the Rat Pack? George Clooney led the cast as the titular Danny Ocean, accompanied by love interest Julia Roberts, antagonist Andy Garcia, and heist partners Brad Pitt, Don Cheadle, and Matt Damon. This cast very nearly looked quite different, however.

"Steven had just done Erin Brockovich [also starring Julia Roberts] and Traffic [also starring Don Cheadle], and he was nominated for directing both films," Clooney recently recalled at 2023's TCM Film Festival. "So, people really wanted to work with Steven." As Soderbergh interjects though, "Some people did say no" to the production. "They did. Some very famous people told us to f— right off." Clooney then went on to name names, including his Three Kings co-star Mark Wahlberg and his fellow Robert Rodriguez collaborator Johnny Depp. "There were others. They regret it now." And rightly so, given the franchise's continuing popularity.

'Ocean's Eleven' Earned Itself Three Sequels

The film sees George Clooney's character assembling a team of the world's best thieves, whereas Clooney himself was trying to assemble a cast of the industry's brightest stars in order to rival the original. When sending Julia Roberts the script, Clooney recalls attaching a $20 bill and a note that said, "I hear you get 20 a picture now," referring to her $20 million-per-film rate. The joke landed and Roberts joined the cast. This playful wit translated well to the screen too, with the film turning out to be a major success. It received critical and commercial success, earning $450 million worldwide compared to its $85 million budget. This marked the biggest opening weekend for both Roberts and Brad Pitt, likely triggering regret in some actors who initially turned the film down.

It went on to warrant two sequels called Ocean's Twelve and Ocean's Thirteen, as well as a spin-off starring Sandra Bullock as Danny's sister Debbie who assembles her own all-female team in Ocean's 8. The film was released in 2018, 11 years after we last saw Danny Ocean in Ocean's Thirteen. In it, Debbie frequently visits Danny's grave, alluding to Clooney's character having died off-screen between movies. "They killed me, by the way," joked Clooney. Soderbergh also joked at TCM Fest that he tried to soften the blow by taking two years off Clooney's age with the dates on the mausoleum, to which Clooney replied, "Sure, but I'm dead." Barbie's Margot Robbie and Ryan Gosling are both attached to yet another Ocean's movie, currently in the works.

RELATED: 10 Iconic Roles That Almost Went To Other Actors

How Would Mark Wahlberg and Johnny Depp Have Fit Into 'Ocean's Eleven'?

Much like the 1960 original, Ocean's Eleven sees Danny Ocean (originally portrayed by Frank Sinatra) assembling a team of skilled thieves to pull off the simultaneous heists of several Las Vegas casinos. Danny enlists the help of his friend Rusty Ryan (Pitt) and former casino owner Reuben (Elliott Gould) to devise a plan before hiring the rest of the team; con men Frank (Bernie Mac) and Saul (Carl Reiner), auto specialists "the Malloy twins" (Casey Affleck and Scott Caan), explosives expert Basher (Cheadle), surveillance technician Livingston (Eddie Jemison), acrobat Yen (Qin Shaobo), and a young pickpocket named Linus (Damon).

According to Entertainment Weekly, Johnny Depp was offered the role of Linus, which eventually went to Matt Damon by way of Mark Wahlberg. The character served as the third lead, and the crew's new kid on the block, and although Wahlberg and Damon are both Bostonians of a similar age, Depp's casting in the role would have added at least seven years to the character. Depp may be harder to imagine as being interchangeable with Damon, but Wahlberg is often confused by fans as being Damon in real life, making their comparison more understandable. The two would eventually star alongside each other in Martin Scorsese's The Departed, alongside Leonardo DiCaprio, whose refusal to play Eddie in Boogie Nights led to Wahlberg getting the star-making role. Everything comes full circle.

Owen Wilson, Ewan McGregor and the Coen Brothers Were Also Considered

George Clooney's commitment to Ocean's Eleven forced him to turn down the lead role in Unfaithful, so he understood why actors might have turned down the opportunity to join Ocean's Eleven. "It's also important to understand where we were at this time," he told EW. "The studios were making very big, broad, not very good films at the 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." In looking to independent cinema, Clooney was interested in hiring Bottle Rocket's Luke Wilson and Owen Wilson as the Malloy twins, but their commitment to The Royal Tenenbaums got in the way.

The roles of the Malloy twins were eventually considered for writer-directors Joel and Ethan Coen, who had recently worked with Clooney on O Brother, Where Art Thou? Soderbergh eventually cast Scott Caan and Casey Affleck as brothers in spite of the fact that Affleck is the real-life brother of actor Ben Affleck, with whom Matt Damon wrote and starred in Good Will Hunting. Bruce Willis was attached to star at one point, in a role later offered to Ewan McGregor. Ralph Fiennes was also attached to star, as was Mike Myers and Alan Arkin. Wahlberg was said to have dropped out in order to work on a different '60s remake, Tim Burton's Planet of the Apes. Planet of the Apes was also the project that caused Tim Roth to turn down the role of Snape in Harry Potter.

In the end, once a film is shot, it's hard to imagine anyone in a role other than the actor whose performance is now immortalized in celluloid. It's fun to speculate, but given the success of Ocean's Eleven and the franchise as a whole, one can only assume that any other combination of talent might have jeopardized the end product. Johnny Depp and Mark Wahlberg may very well regret turning down the role of Linus in hindsight, but they've done extremely well for themselves in spite of it, regardless. Even George Clooney joked about his own regrets, rounding out his statement with an empathetic, "They regret it now. I regret doing f—ing Batman"!

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