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# # SPOILER: The characters make several references to a "Susan B. Anthony" in their heist. This is a reference to the Susan B. Anthony dollar manufactured by the US mint in 1979. It was similar in appearance and size to a regular quarter and many people dropped it into a slot machine without realizing what it was worth. This method was used twice in the film, though the people are using an ordinary coin they don't realize that it will be worth millions in the slot: first by the woman in The Bank who wins the jackpot and later by the VUP at the slot machine in the airport.

SPOILER: All members of the Caldwell (Linus') family that we know of have impersonated some kind of law-enforcing agent in the three 'Ocean' movies. Linus impersonated an officer of the NGC (Nevada Gaming Commission) in 11, his mother acted as a US Marshall in 12, and his father, Bobby, impersonated an FBI agent in 13.

Linus makes a joke about the 1973 Château d'Yquem wine. It was produced in between two years (1972 and 1974) of harvests "unworthy to bear the Château's name." He could be hoping that the 1973 wasn't also "unworthy."

# # Roman Nagel's line, "You're like the Morecambe and Wise of the thievery world," is a reference to the great British comedy double-act Eric Morecambe and Ernie Wise. Largely unknown outside the United Kingdom, their work spanned over 40 years in music hall, radio, and television. Their most famous television work, "The Morecambe & Wise Show" (1968) launched in 1968 and was one of the BBC's most popular shows for nearly ten years.

The plane Rusty and Danny fly to Vegas in at the beginning of the movie is a Gulfstream Aerospace G200.

Obscure reference: In the scene where Ocean's crew is breaking the bank, so to speak, the numbers of amounts won are displayed near specific gamblers to show how much the house is losing. When the shot pans over to George Clooney, the number "5150" is displayed next to him. This corresponds to the health and safety code for placing a psychiatric hold on a deranged individual. In other words, a crazy person is often referred to as a "5150" around police and medical circles.

The numbers that Mr.Weng picks to win at the roulette wheel are 11, 12 and 13 - the numbers of the three "Ocean" movies, thus far.

Scott Caan co-stars with Al Pacino in this film. His father, James Caan, played Sonny Corleone in The Godfather (1972), which was Pacino's breakthrough role in Hollywood.

# # When Reuben wakes up and speaks to Danny and Rusty, he says "I hear cars coming and going, I hear Linus crying. I think you should tell me what everyone seems to know." This is a variation on lines spoken by Don Corleone to Tom Hagen in The Godfather (1972). In that film, "what everyone seems to know" about was the death of Sonny Corleone, played by James Caan, whose son, Scott Caan appears in this film. Andy Garcia appeared in The Godfather: Part III (1990) as the son of Sonny Corleone.

# # In the scene where Danny and Rusty reminisce about their first respective encounters with Reuben, they list the casinos on the Vegas strips where Reuben taught them to gamble and, presumably, how to perform their first cons. These casinos are the same casinos that are robbed in the original Ocean's Eleven (1960): The Sands, Desert Inn, Flamingo, Riviera and Sahara.

The Warner Bros. and Village Roadshow logos at the front of the film are styled in homage to the 1970s/1980s intro animation to New York station WOR-TV's "4 O'Clock Movie," and the accompanying music is identical.

This is the last film that Joel Siegel reviewed for "Good Morning America" (1975).

# # The line "You shook Sinatra's hand" mentioned several times in the movie is a reference to Frank Sinatra who played Danny Ocean in the original Ocean's Eleven (1960).

Release prints were delivered to theaters with the fake title 'License to Steal'.

Linus's fake nose ploy is "The Brody", a reference to actor Adrien Brody.

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