The movie starts with a robbery going down in a store. A man dressed all in black comes down from the roof and makes his way to the back where the vault is. He's just about to open it when he receives a phone call. Rusty (Brad Pitt) answers it and then tells the remaining robbers that he has to go and leaves them at the store, just like that, seconds from breaking open the vault.
He meets up with Danny (George Clooney) and Linus (Matt Damon) and they all go to the hospital where they and the rest of the gang, Livingston, Basher, Yen, Virgil and Turk Malloy, Frank (Bernie Mac), and Saul, surround a hospital bed where Reuben (Elliott Gould) lays. Apparently he had a heart attack. It flashes back to four weeks ago where Reuben is having a meeting with Willie Bank (Al Pacino). They have a business deal where they built a hotel together in Las Vegas. Reuben is excited and starts talking about where they'll put their desks and Bank lets him know that there's only going to be one desk, one chairman. Reuben gets upset and says that he stuck up for Bank when other people told him not go get into business with him. Bank tells Reuben that Reuben is going to sign over the hotel deed to Bank and Bank in turn will give Reuben a small payment in cash (basically Reuben is going to be losing a lot of money over this deal). When Reuben refuses he asks Bank "What? Are you going to throw me off the roof?" He ends up signing over the hotel to Bank and then has a heart attack. Danny and Rusty and the gang all vow to get revenge on Bank because of what they did to Reuben.
Danny pays Bank a visit at his site and asks for Reuben's share of the hotel to be restored. Bank refuses and says that Reuben doesn't belong in a place like this. Reuben made the right choice, to "roll over and die". Danny leaves and it flashes forward to six months later. This is where the movie flashes from scene to scene really quickly and there's just a lot of information so I'm just going to summarize it as best as I can or else this spoiler will go on forever.
Danny and the gang make up a plan to get their revenge on Bank. Bank's hotel/ casino is built and there's going to be a soft opening on July 3rd. The plan doesn't really entail Danny and the gang to gain money, it's just to make Bank lose his money in his casino on that opening night. Bank's biggest weakness is his ego. His hotels are all shoo ins for the Five Diamond Award. He steals the best chef from other hotels and restaurants. His silverwares for the high roller suite are actually made of gold. His right hand man is actually a woman, Abigail Sponder (Ellen Barkin). She's a tough no nonsense woman and in one scene she's pinching the fat from one of the server's arm and fires her for gaining four pounds. The gang realizes that in order for Bank to lose money, people have to start winning in his casino so they have to rig the black jack, roulettes, craps, slots, and other games. To do that they hire someone to work in the front desk of the hotel, a nerdy kid to rig the slot machines, they send both Virigil and Turk to Mexico where all the dices are manufactured so they can rig the dices before the dices get to Las Vegas, they get Livingston to rig the card shuffler for the black jack games, they get loaded balls for the roulette games, and they bribe the pit bosses in the casino. They call in Roman (Eddie Izzard) who is suppose to provide them information on Bank and to help them with their plan. Rusty tells Roman that the biggest problem for them right now is their exit strategy and the security. They mention the Greco system (or something like that). When Roman hears that name, he automatically wants out because the Greco Security system cannot be beat. It not only has a brain but it reads everything from pupil dialation to heart rates to tell when someone wins in a game, if it's fake or not (it's fake because if you rig it, you'll know you're gonna win so the system can tell if your happiness is fake). It's temperature controlled and will lock down if it even senses trouble. Sure Roman can hack into the system. If he has 18 months with no distractions! The Greco cannot be shut down but it can be rebooted which will give them 3.5 minutes but in order to reboot, you'd need a huge natural disaster or a magnatron to mess with the system. But you need to be inside the system to to use the magnatron which is practically impossible.
So the gang chooses their natural disaster. They're going to use a huge drill that will simulate an earthquake. In the next scene Rusty is dressed up as a scientist. He tells Bank that his hotel's structure wouldn't be able to hold up incase of an earthquake and the only way to remedy the situation is for Bank to close down his hotel, which naturally he refuses. Rusty gives him a seismograph which is secretly a camera so that the gang can watch Bank when he's in his office. When Rusty leaves, Bank orders Sponder to make up an evacuation plan incase of an earthquake. In another scene Rusty and Danny go to room 1706 with face masks on and biohazard materials. They switch out the bath towels and rearrange the bed and such. Saul is in line waiting to get a room. He pretends to cough and drops a book that says Five Diamonds on it. Sponders sees this and thinks that Saul is the hotel reviewer and so she takes him out of line and gives him a room. The real Five Diamonds hotel review (from now on known as V.U.P) played by David Paymer asks why Saul gets to get out of line. An employee says that Saul is a V.I.P and the reviewer asks "well what about me? Am I a V.U.P?" He's upset that nobody recognizes him. When he gets up to the front desk, the lady (that was hired by Danny) recognizes him and gives him room 1706. When the V.U.P gets up to his room, Saul, who is in the room next to him, uses the vents to spread a disgusting smell into room 1706. V.U.P calls the front desk and asks for a room change but the front desk lady tells him that all the rooms are booked up and hangs up on him. When V.U.P runs out of his room to escape the vile smell, he comes out just in time to see Saul being taken to another hotel room because "there's plenty of room for you". Next, V.U.P goes to the hotel restaurant and asks for a table for one. The maitre d says that they're all booked up. The V.U.P looks around to see empty tables and the maitre d suggests him to go eat at their other restaurant Lin Su, where the V.U.P eats some bad dumplings served to him by Turk. He runs back to his room to throw up and wipes his face with the bathroom towel. Next he checks the room for cleanliness, he brings out the black light and special goggles. When he pulls back the bed covers he sees hundreds of black bugs in his bed. He ends up sleeping on a hard chair and when he turns over, the audience can see that his face is covered in red dots and rashes. Later on in the movie Virgil and Turk will rudely kick him out of his room which is really funny.
At the same time the drill that is supposed to simulate the earthquake broke. Basher says that with such short notice they will have to buy another drill which is going to cost millions. No one has that kind of money but Linus has an idea to use Terry Benedict (Andy Garcia) to fund their drill. Terry is only going to do this if 1.) They don't dick him over, 2.) They double his investment, and 3.) They steal Bank's diamonds (from his Five Diamond Awards from his other hotels). At 30 karats each those diamonds are worth $250 million. When Basher asks why the diamonds weren't in play in the first place, Danny tells them that it's because the diamonds are practically impossible to get. They're in a viewing room above the high roller suite. They are held in 2 inch thick glass and only Bank and Sponder have access to the room. So now they have to come up with a high roller. Yen (Shaobo Qin) plays the high roller and Linus playes his interpreter and right hand man. His room is now right underneath the diamonds. Meanwhile Sponder is suspicious of Yen and Linus so she calls the FBI to have them look into them. While Livingston, Frank, and Yen are spying on Bank via the seismograph, they find out that there's a Samsung phone that Bank really wants. Yen mentions that he knows the guy who makes the Samsung phones. They arrange to have the phone sent to Bank. Livingston meanwhile cannot get the black jack shuffles to work to where the dealer busts so he secretly calls Roman for help. Rusty knocks on Danny's door and catches him tearing up after watching Oprah. He makes fun of Danny a little bit but when they watch a scene from the Oprah show, and she's giving this poor family a new house, Rusty tears up a little too. During all of this Bank recognizes that some of his high rollers are leaving his hotel without any explanation.
Frank (Bernie Mac) is in charge of a Domino game called 'Nuff Said. His job is to get his game into Bank's casino for the soft opening to maximize the winnings so that they can get more of Bank's money. He sets up at a Casino Expo and tries to get Bank to get his game into his casino but Bank doesn't think the game is... bankable. In comes Terry who says that he wants the domino game in his casino and exclusive rights since Bank has passed on it. Bank, who doesn't want Terry to have the game, takes the bait and changes his mind and tells Frank that he'll take the Domino game and use it on his soft opening, tonight. Bank goes back to his office and finds a box with the new gold Samsung phone in it. He's happy that he gets his new phone.
Meanwhile there's a montage of everyone getting ready for the soft opening. The dices from Mexico are sent and ready for play. Frank sets up his domino game in the casino and Livingston set ups his black jack shuffle. Bank sees Danny with all of his high rollers and makes a deal with Danny. Let the big players play in Bank's casino and Danny will get 20 percent of their losses. Danny agrees but tells Bank that the high rollers will need villas to stay in. Sponder goes to Linus and asks for them to leave because Yen had not been playing in the casino. But Linus put on the Gilroy - which is a scent that I guess drives all women crazy with lust because it's working on Sponder. She starts to flirt with him and wants to have sex but Linus says that he can't have sex in Yen's high roller suite and isn't there another place they can go? So she leads him to the room above, where all the diamonds are held. While she's distracted he places little detonators around the diamonds for later. At the pit, the FBI comes and they've been watching Livingston and so they arrest him. Bank asks what's going on and the agent tells him that Livingston has been rigging the black jack shuffler. Bank takes his prints and it will show Livingston's known associates. As he's being taken away, the agent tells Bank that a set of new machines are coming in. And in comes Roman with the (already rigged) machines. Now another problem arises. They find Livingston's prints and his known associates are of Danny and the rest of the gang. Basher goes in to distract Bank while Virgil and Turk hurry to change all their pictures on the computer. By the time Bank gets to take a look at Livington's known associates, Danny and the gang's pictures are virtually unrecognizable. Rusty goes and gets ready to rig the slots. He plays the slots and when the next coin will be the winning one, he leaves the coin on the machine and leaves. A woman comes after him, plays the coin and wins. She's ecstatic and the Greco security system closes in on her face and recognizes that her win is not a fake. The new dices come into the tables, the new loaded balls come in for the roulettes.
Virgil and Turk start the drill. There's a small tremor and Bank runs to the Greco security system and ask what's going on? He uses his new Samsung phone because he can't get a hold of Sponder (who's up in the Diamond room with Linus) and all of a sudden all the servers in the Greco start to go down. Someone asks if anyone has a magnet in the room and Bank panics but then realizes that his phone is basically a huge magnatron and it's causing the system to reboot. So for 3. 5 minutes, no one can leave the room, or use the phone and with Bank locked in and Sponder upstairs, Danny and the gang start winning in the casino. The black jack shuffler starts spitting out cards totally 21, the loaded balls in the roulette game lands on all the right numbers, slot machines are spitting out gold coins, et. The Greco finally reboots and then Virgil and Turk starts the drill again but this time it causes a bigger and longer tremor so everyone starts evacuating, thinking it's an earthquake.
The FBI agent finally catches up to Linus and Sponder. He tells Sponder that Linus was just using her to steal the diamonds, he was going to replace fake diamonds for the real ones (the fake diamonds are still on Linus's body) and that he's known for preying on women... of her age. The agent handcuffs Linus and in the elevator it turns out that the agent is really Linus's dad. They radio to Terry that they switched the diamonds even though they didn't. They go up to the roof where Basher gets ready with a helicopter to connect to the roof so that when Linus presses the detonator, they can just easily steal the whole case of diamonds via the helicopter. But lo and behold Francois (from Ocean's 12) is there to steal the diamonds from Linus. Linus gives him the fake diamonds and Francois base jumps off the room. Terry had hired Francois to steal the diamonds from the gang even though in the beginning he told Danny and Rusty that he didn't really want them, he just wanted to take what meant the most to Bank.
Bank doesn't know why everyone is leaving his hotel. He says that the tremors have stopped why don't everyone just go back into the casino and play? One of his employees say that it's because of the evacuation plan Bank had set upt. Bank sees Danny and realizes what happened. He tells Danny that he still has his Five Diamond awards and that he's a shoo in for another one. Then he sees Saul and realizes that Saul was never the hotel reviewer. He threatens Danny and says that he knows people who really know how to hurt but Danny says that he knows those people and they like Danny better than Bank. He leaves and Bank looks up in time to see the helicopter flying away with his diamonds, which Francois also sees and realizes that the diamond Linus gave him was fake. Danny gives Reuben the deed to 4.6 acres of prime real estate. He then pays a visit to Terry and gives him his share of the money... which he donated to charity. He's pretty cold to Terry because he tried to double cross them. Terry isn't happy about his money going to charity but Danny sort of chuckles and leaves and Terry asks him if he thinks this is funny to which he replies "Well, Terry it sure as shit ain't sad!
The next scene shows Terry on Oprah and Oprah asking why he decided to donate $72 million to these children? Linus, Rusty, and Danny are in an airport watching the show. Linus leaves to work on something with his dad. Danny leaves next and tells Rusty (Brad Pitt) to slow down and "have a couple of kids" which is a joke and in reference to Brad's real life with all the kids he has now. It ends with Rusty playing on the slot machine and he leaves and drops a coin which V.U.P picks up. He tells Rusty about it, but Rusty tells him to play it since he has to get on the plane. As he leaves, V.U.P plays the coin and wins $11 million!
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