Ocean’s Eleven has one of the most impressive ensemble casts ever, but it almost looked much different, and somehow even bigger. The 2001 Steven Soderbergh-directed movie follows a group of con artists attempting to rob three different casinos at once, which all belong to Terry Benedict (Andy Garcia). The group of thieves is led by Danny Ocean (George Clooney), Rusty (Brad Pitt), and Linus (Matt Damon), and those three bankable stars alone make up a nigh-impossible all-star cast. However, along with those three movie stars, the cast includes Garcia, Casey Affleck, Julia Roberts, and so many other big-name performers.
The movie was so successful that it got two sequels, and the trilogy made a total of more than $1.1 billion at the worldwide box office (via The Numbers). Ocean’s Eleven is one of the last of its kind, as the movie became a huge box office hit based on its star power alone, which rarely happens in the current cinema landscape unless the film is tied to an established IP. Thanks to the franchise’s success, Clooney made $50 million for the Ocean’s movies, and given all the actors who turned down the film, a lot of them probably regretted that decision.
9 Bruce Willis As Terry Benedict
Despite always playing the hero in 1990s and 2000s action movies, Bruce Willis was actually originally in talks to play the antagonist of the movie, Terry Benedict (via The Things). Willis admitted that he turned down the role, but he also admitted that he made a huge mistake, noting, “I wanted to work with George Clooney, and thought I might only have one shot at doing it, and when I read the script, the Terry Benedict role in Oceans 11 wasn’t finished yet, so I passed on it.” Nevertheless, Willis had a cameo in Ocean’s Twelve, though he didn’t share any screen time with Clooney.
8 Johnny Depp As Linus
Clooney hilariously called out some huge movie stars who turned down roles in Ocean’s Eleven, one of which was Johnny Depp. Clooney revealed, “Some very famous people told us to f*** right off. We went to their homes and sat with them. Mark Wahlberg, Johnny Depp. There were others. They regret it now.” While Clooney’s comments about Depp’s Ocean’s Eleven role don’t make it clear who Depp would have played, he would have been cast as Linus (via The Hollywood Reporter). Though Depp seems like way too big of a movie star to play the third main character, this was a pre-Pirates of the Caribbean Depp.
7 Mark Wahlberg as Linus
Clooney also mentioned Mark Wahlberg when naming and shaming the actors who turned him down, and the Batman & Robin actor confirmed that Wahlberg would have played Linus too. It hardly comes as a surprise that Wahlberg turned down the role, as the actor infamously doesn’t take roles unless he’s the lead character. Wahlberg initially turned down Martin Scorsese’s The Departed (via Indie Wire) and had to be convinced by his agent to take the supporting role, and that performance led to an Oscar nomination. Wahlberg did somewhat go on to have his own Ocean’s Eleven, as the Mark Wahlberg-starring The Italian Job is a criminally underrated heist movie.
6 Owen Wilson As Turk Or Virgil Malloy
Turk and Virgil Malloy are brothers in Ocean’s Eleven, and they’re known for hilariously bickering with one another, which often ruins certain assignments. Scott Caan and Casey Affleck play Turk and Virgil Malloy, respectively, but one of those roles almost went to Owen Wilson (via The Things). Given Wilson’s general ora, it’s hard to imagine him as one of the antagonizing brothers, but he’d undoubtedly have been entertaining. The actor had to pass on the role, as the schedule conflicted with Wes Anderson’s The Royal Tenenbaums, which the actor co-wrote. While Wilson missed out on a billion-dollar franchise, The Royal Tenenbaums earned him an Oscar nomination for Best Original Screenplay.
5 Luke Wilson As Virgil Or Turk Malloy
According to The Things, Owen Wilson’s brother Luke Wilson almost played the other Malloy Brother. This meta piece of casting would have brilliantly played into the meta and on-the-nose nature of the Ocean’s trilogy. However, Luke Wilson also had to part ways with the Soderbergh project to star in The Royal Tenenbaums, and Owen and Luke Wilson coincidentally play brothers in the Wes Anderson movie too. However, it’s hard to say whether the brothers being in Ocean’s Eleven would have worked or if it would have been too distracting and pulled audiences out of the immersion, and Affleck and Caan had great chemistry as the brothers.
4 Mike Myers
It isn’t clear who Mike Myers would have played in Ocean’s Eleven, but his name was often mentioned during the casting process (via Variety). It’s hard to deduce who Myers could have played, as his early-40s age at the time, along with his unique brand of comedy acting, doesn’t align with any of the characters. Myers could have played Reuben, the wealthy casino owner who funds the heist, but the character would have been around 20 years younger. Nevertheless, a part of Myers still made it into the movie, as the wig worn by Rusty when he’s impersonating a doctor was Myers’ Austin Powers rehearsal wig (via NZ Herald).
3 Ewan McGregor As Terry Benedict
Ewan McGregor was officially offered a role in the Ocean’s Eleven movie, and while it isn’t totally clear what role was, it’s safe to assume it was Terry Benedict, as Variety reported that McGregor was replacing Bruce Willis. McGregor is a surprising choice for Benedict, as the actor rarely plays villains and he isn’t half as intimidating as Willis or Andy Garcia, who ultimately played the villain. There’s no known reason why McGregor turned down the role, but 2001 was a huge year for the actor, and Ocean’s Eleven’s schedule likely conflicted with the shooting of Moulin Rouge! or Black Hawk Down.
2 Alan Arkin
Alan Arkin, an actor who had worked in Hollywood for seven decades and featured in movies such as Little Miss Sunshine and Argo, was almost cast in Ocean’s Eleven (via Indie Wire). However, as Arkin was part of a long shortlist of actors that the studio had approached, it isn’t known which character he would have played. Nevertheless, given that Arkin would have been in his late 70s when Ocean’s Eleven was released, the actor was likely in the running to play Saul Bloom, the elderly conman. The role of Saul ultimately went to Carl Reiner, who was also in his late 70s when shooting the 2001 movie.
1 Ralph Fiennes
Ralph Fiennes was also in talks to play a character in Ocean’s Eleven (via Variety), but which character isn’t known. However, given Fiennes’ penchant for playing villains, such as Lorde Voldemort, Hades in Wrath of the Titans, and Chef Slowik in The Menu, it’s likely that he could have been playing Terry Benedict. That’s especially possible given that Benedict was seemingly so difficult for Soderbergh and the studio to cast. Fiennes would have made a great Benedict, as the actor has made a name for himself for playing manipulative and maniacal characters, and his portrayal of Benedict would undoubtedly have been more of a typical snooty British archetype.
Sources: The Numbers, The Things, The Hollywood Reporter, Indie Wire, Variety, NZ Herald
