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When partner Willy Bank (Al Pacino), with whom financier Reuben Tishkoff (Elliott Gould) was planning to open a new casino, double crosses Reuben and cuts him out of the deal, Reuben suffers a myocardial infarction (heart attack) from the shock. Consequently, Danny Ocean (George Clooney), and Robert "Rusty" Ryan (Brad Pitt), along with the rest of the team, plan to avenge Reuben by breaking Bank's casino during its grand opening. In order to finance the operation, they are forced to bring in their old enemy, casino owner Terry Benedict (Andy Garcia), who is more than happy to crush his rival on the condition that Danny and Rusty steal the diamond necklaces that Bank has purchased to celebrate his four previous wins of the prestigious Royal Review Five Diamond Awards for his other casinos.

Ocean's Thirteen is the third movie in the Ocean Trilogy, preceded by Ocean's Eleven (2001) and Ocean's Twelve (2004). The script for Ocean's Thirteen was written by American screenwriters Brian Koppelman and David Levien using characters created by George Clayton Johnson and Jack Golden Russell for the original 1960 Ocean's Eleven (1960).

All of Ocean's 11 original characters (as well as the same actors) are back. Besides Danny, Rusty, and Reuben, there is professional card dealer Frank Catton (Bernie Mac), the ever-arguing Malloy brothers Virgil (Casey Affleck) and Turk (Scott Caan), electronics expert Livingston Dell (Eddie Jemison), pyrotechnician Basher Tarr (Don Cheadle), Linus Caldwell (Matt Damon), Chinese acrobat Yen (Shaobo Qin), and retired con artist Saul Bloom (Carl Reiner). Danny's wife Tess (Julia Roberts), who was the 12th person in Ocean's Twelve, does not appear. The 12th and 13th persons in this movie are Roman Nagel (Eddie Izzard), who designed the holographic Fabergé egg in the previous movie, and Terry Benedict.

While technically not prerequisite for enjoyment and comprehension, it is recommended, as the movies are sequential. Ocean's 11 establishes the main characters and explains why Benedict is their nemesis. Ocean's Twelve provides the story behind their caper with François "The Night Fox" Toulour (Vincent Cassel). The previous movies also introduce Danny's wife Tess and Rusty's girlfriend Isabel (Catherine Zeta-Jones) as well as explaining many of the in-jokes and references found in Ocean's Thirteen.

Some reports say she wanted to spend more time with her children. In reality, it was script issues made by Warner Bros. who distributed the movie. In-movie explanation: Danny felt that the heist was a very personal thing and didn't want to get either Tess or Isabel involved.

While the producers of the movie took painstaking effort to use authentic tables, slot machines etc. the full interior of the hotel/casino is actuality a Hollywood set. The building that is seen in the CGI composite of the aerial views of The Strip aka Las Vegas Blvd is superimposed on the southeastern corner of Harmon & Las Vegas Blvd currently the home of the Harley Davidson Café—a single story building with no resemblance to the Bank Casino.

It's not well-explained in the movie. However, it implies a sort of "gentlemen's agreement", an unbreakable code between the members of an exclusive group of businessmen who have been operating in Las Vegas since the days when Frank Sinatra was a Vegas performer and a man's word was his bond. The inference is that one does not attempt to fleece another member of the group. Clearly, Bank screwed over Reuben by making him sign over his investment for a small cash payment. Incidentally, Frank Sinatra played the role of Danny Ocean in the original Ocean's Eleven movie.

When the team is discussing how to get revenge against Willy Bank, they decide to offer him a Billy Martin. Billy Martin was a famous second baseman for and manager of the New York Yankees. Martin was fired (or quit) as the manager in 1978, rehired in 1980, and given a second chance. Martin was then fired and rehired by the Yankees numerous times over the course of the 1980s. The implication is that they are offering Bank a second chance to do the right thing.

Several times in the movie, someone mentions "doing a Susan B. Anthony," particularly in reference to the VUP at the end of the movie. The ruse seems to be named after the silver dollar that people often mistakenly put into vending machines assuming they were quarters. Similarly, the boys set up two scenarios where people put a coin into a machine without realizing the value of their input, so rigging of the slots machines. Another theory is that, because the ruse is set up so that the winner claims the prize after the set-up is complete, it is similar to the life of the real Susan B. Anthony (1820-1906). She worked for women's suffrage (set-up) and only after her death did it become enacted (prize).

The VUP (Very Unimportant Person) (David Paymer) was actually a very important person, as he was the real Five Diamond award critic. To prevent Bank from winning the award for the fifth time, Rusty convinces Debbie (Olga Sosnovska), the head receptionist, to make sure the VUP is given room 1706, which they have rigged. It smells bad, he is made ill when dining in one of the hotel's restaurants, his bed is crawling with germs, he gets a rash from the bedsheets, and he is ultimately kicked out of the hotel. To compensate him for his horrible experience, the VUP is set up to win the Susan B. Anthony ($11-million jackpot) playing a rigged slot machine at the airport.

Danny describes the magnetron as "something that screws up the Greco", an artificial intelligence system that monitors the casino and reports any suspicious activity. More precisely, a magnetron is a vacuum tube that generates external electromagnetic signals causing the internal flow of electrons to oscillate between anode and cathode. Magnetrons are commonly used in microwave ovens and radar systems. Presumably, it is these external signals that can affect the operation of the Greco, much like the magnetrons in microwave ovens are known to affect the operation of cardiac pacemakers. In the movie, a magnetron is fitted into the gold Samsung cellphone conveniently provided to Bank by Yen (who used to bowl with the owner of Samsung). Bank then carries the phone with him into the server room after the perceived "earthquake", and the magnetron begins sending out an electronic pulse that shuts down the Greco.

When Rusty attempts to sell Bank on placing a seismograph in his office (in order to register impending earthquakes), Linus tells the still-ailing Reuben that Rusty "is doing an Irwin Allen." Linus is referring to filmmaker Irwin Allen, best known for his disaster movies in the 1970s.

Because Linus refers to it as "the Brody" when speaking to his father, it is most likely a reference to Academy Award-winning actor Adrien Brody, who is known for his twice-broken nose. It's also said that the nose is a not-so-subtle snub to the Weinsteins formerly of Miramax, who refused to allow Damon to wear a prosthetic nose for The Brothers Grimm (2005) on the basis that an A-list star should be easily identifiable. When Steven Soderbergh, director of Ocean's Thirteen, heard this, he supposedly insisted that Damon should wear a prosthetic nose in the movie.

The game allowed Frank to have a permanent, validated position in the middle of the floor, which let him hand the rigged roulette balls to the pit boss and get them into play. He was also able to keep a subtle eye on the "Greco" and probably the casino as a whole. Also, Frank boasts that the game has a high house advantage but uses Terry Benedict as bait to get the game into the Bank casino without Bank analyzing it, so it's likely that the game really did have a high edge for the player.

When the dice are being spun, they're actually being tested for weight anomalies. A normal die will naturally come to an abrupt stop when spun. A weighted, or "loaded", die will swing back a forth before fully stopping due to the added weight to a certain point of the die. Casino bosses use this test to ensure that the dice have not been tampered with. It's low-tech but very effective. As Basher says in the beginning, the polymer is not metallic and it doesn't affect the weight, so the dice pass this test.

This is a fake ploy to create the illusion that Mr Weng (Yen) is a "whale" businessman with lots of disposable cash, which he most likely intends to spend at the casino/hotel. Linus suggests to Abigail Sponder (Ellen Barkin) that he owns the air south of Beijing, meaning that, if anyone wants to build a building into "the air" in that area, they would need to lease or buy that "air" from him. It's actually based in fact—albeit ancient history. When people bought land prior to airplanes existing, it was assumed in a lot of countries that they also owned all the air above their plot. Air flight changed this and people now don't have the same rights to the air above their land, so they can't rent or sell it to aircraft; thus, air travel continues throughout the world unlimited. Apparently, Sponder doesn't know about Chinese land rights and, while she thinks it fishy and subsequently checks with FBI agent Caldwell (who turns out to be Linus's father), she takes them at their word.

Linus applied a chemical pheromone to his neck (the "Gilroy"), provided by Livingston, and Abigail's hormones reacted to the scent. This is an in-joke on Tony Gilroy who wrote the screenplays for The Bourne Identity (2002), The Bourne Supremacy (2004), and The Bourne Ultimatum (2007), all starring Matt Damon. Gilroy also wrote and directed Michael Clayton (2007), which stars George Clooney. Incidentally; Gilroy, California, is known as the "garlic capital".

Livingston was having some 'technical problems' with the shufflers he was attempting to rig, so he phoned Roman Nagel for help, asking him to keep it 'on the down-low' (secret) from the others. What Roman apparently did was to contact FBI Agent Caldwell (Bob Einstein) and get him to bust Livingston for rigging shufflers, allowing Nagel to bring in new 'unrigged' shufflers to be placed on all card tables. Of course, the new shufflers were expertly rigged by Nagel.

Yes. Agent Caldwell was in the field office when Abigail called to check out some shady characters at the casino. However, he obviously uses his position in the FBI to pull off elaborate schemes. Linus also mentions, while on the phone to his father, that he has "the greatest cover known to man."

He didn't. Bank had an illegal backdoor into the FBI fingerprint database. After Livingston's arrest, Bank's security officer pointed out that Livingston's fingerprints would be all over the shuffler, so they used that backdoor to attain photos of Livingston's associates. That's why, at the last minute, Virgil had to hack into Bank's computer and change the incoming photos.

There is no set answer for this, but the theories are numerous: honor among thieves, Bank has things to hide, the bad publicity, Bank wants personal revenge, etc. There was some dialog early on in the movie concerning Bank pride and ego. This became more and more evident as the movie progressed. Bank portrayed this powerful self-made millionaire. His character was the type that did not want to share accomplishments and/or any recognition, admit fault, etc. By going to the police, he would be admitting such. At the current time of Bank's career (real time in the movie) he was supposedly (at least in the public eye, and certainly in his own mind, beyond all reproach) not in need of any help whatsoever. There's no way Bank would admit guilt, loss, weakness, and uncertainty, especially to the authorities! Also as mentioned in the movie, Bank had tapped in to the national fingerprinting database and the FBI systems... Yet another obvious reason he would not go to the police.

The "Ocean" group is a professional gang of thieves who pride themselves on taking on and completing elaborate heists with good financing, connections, intelligence, wit, and skill; and not the use of violence or weapons, as would a common criminal. Their heists aren't usually out of greed, but mostly out of revenge or challenge, or to make the antagonist pay or suffer. A tuxedo-wearing group of "Robin Hoods", so to speak. In Ocean's Twelve, Toulour prided himself on being a master thief, even better than Danny Ocean and his group, and took them on all by himself in an attempt to steal the egg. He follows the same "code of ethics" as the Ocean group. Therefore, his use of a gun to greedily steal the diamonds was outside of the code of their type of thieves, and disappointing to his peers. However, when questioned about it, he revealed that it wasn't even loaded with a magazine, so he still sort of followed the code.

Danny presents Reuben with the deed to 4.6 acres of prime real estate at the north end of The Strip. Reuben thanks Basher for the letters, admitting that it was the letters that brought him back. Danny visits Benedict to inform him that his share of the take has been donated to Oprah Winfrey's charity "Camp to Belong". In the final scene, Danny, Rusty, and Linus are seated at the airport, watching Terry discuss his philanthropy on Oprah's TV show. Linus says goodbye, claiming that his father has a job for him. Danny advises Rusty to settle down and have a couple kids before also leaving. Rusty retires to the airport gaming room where he plays the slot machines seated next to the VUP. When Rusty gets up to catch his plane, he leaves behind a token. The VUP tries to give it back to him, but Rusty claims that he has a plane to catch and suggests that the VUP use the token in the machine where he was just playing because "it's been paying out." As Rusty walks away, the VUP can be heard shouting, "I won! eleven million dollars! I can't believe it!"

While there are always new and inventive ways people try to beat the casino and at times they actually do, the Ocean's 13's setup took some creative license to make their plot work, least of which is to attempt to pull of a series of cheats within 7 minutes. Here are some key differences between the movie casino and Las Vegas today: (1) The dice would not be made in Mexico. They are made in Las Vegas under the supervision of the casino; (2) Roulette balls do not get exchanged; (3) Unusually high bets such as 100 grand on snake eyes in craps have to be authorized by the casino manager; (4) While slot machines still make the ching-ching-ching noise when they pay out, most slot machines located on Las Vegas Blvd no longer pay in or accept coins and therefore any coin left on top of a machine would probably be ignored.

Unlike the first two movies where the viewer had to try and figure out what was going on or how the gang was going to pull things off, "Thirteen" did everything right in front of your face. All tricks were explained prior to pulling them off, as they were happening, or right after they happened (though the tricks were given secret names, they still showed how they were going to pull off the heist in each step). No hidden tricks or having to go back and explain to the viewer how they pulled off the heist and the methods they used. In fact, the only "twist" that they had to go back and explain involved Toulour where he ends up stealing replicas, and how they were on to him the whole time.