10 Actors Who Nearly Starred In The Ocean’s Movies (& Who They Would’ve Played)


  • Ocean’s Eleven featured an impressive ensemble cast with bankable A-listers, grossing over $1.4 billion worldwide.
  • Bruce Willis was originally considered for a role in the movie but passed due to the incomplete script, regretting the decision later.
  • A number of big names like Johnny Depp and Mark Wahlberg turned down roles in Ocean’s Eleven, missing out on a billion-dollar franchise.



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 García). The group of thieves is led by Danny Ocean (George Clooney), Rusty (Brad Pitt), and Linus (Matt Damon), and those three bankable A-listers alone make up a nigh-impossible all-star cast. However, along with those three movie stars, the cast includes García, Casey Affleck, Julia Roberts, and so many other big-name performers.

The movie was so successful that it got three sequels, and the franchise grossed a total of more than $1.4 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, many probably regretted that decision.

Stills from Casino Royale, Ocean's Eleven and Baby Driver
10 Best Movies Like Ocean’s Eleven

Whether it’s a Las Vegas setting or an entry in the heist genre, there are many great movies like Ocean’s Eleven for film lovers to enjoy.

10 Bruce Willis

Playing Terry Benedict


Bruce Willis appeared in the underrated sequel Ocean’s Twelve in a funny cameo as himself. However, the action superstar was originally meant to be in the first movie. Willis is known for iconic roles in films like Die Hard, The Sixth Sense, Armageddon, and Twelve Monkeys. However, while he played the heroic leaders in all of those movies, the Hollywood legend was initially approached about playing the villain in Ocean’s Eleven.

Willis was initially keen to take the part and expressed interest in working with George Clooney.

Willis was in talks to take on the role of Terry Benedict, the casino owner and new boyfriend of Danny’s ex, who becomes the target of the central heist. The role ended up being played by Oscar nominee Andy García. Willis was initially keen to take the part and expressed interest in working with George Clooney. However, when he read the script, the Benedict role hadn’t been completed yet so he passed, a decision he admits having regretted (via Ain’t It Cool News).

9 Johnny Depp

Playing Linus


Prior to the Pirates of the Caribbean franchise, Johnny Depp had yet to become a blockbuster star by the time the first Ocean’s movie was made. However, the actor was certainly another big name who was nearly added to the roster of stars in Steven Soderbergh’s movie. Depp had made a name for himself as a teen heartthrob on 21 Jump Street but quickly attempted to subvert that image with more unusual roles, such as in Edward Scissorhands, Ed Wood, and Dead Man.

Depp was initially approached to play the role of Linus in Ocean’s Eleven but he turned it down. It would have been interesting casting that might have changed the role as Matt Damon plays the character of a younger and more inexperienced thief mentored by Clooney and Pitt in the movies, but Depp is roughly the same age as those two stars. Clooney humorously called out Depp as one of the actors who “told us to f*** right off” when offered roles in the movies.

8 Mark Wahlberg

Playing Linus


Another famous name that George Clooney called out for having turned down Ocean’s Eleven was Mark Wahlberg. Having started out his career as a rapper, Marky Mark, Wahlberg had proven himself as a bonafide actor and star by the late ’90s and early 2000s. He had starred in critically acclaimed movies like Boogie Nights and Three Kings and was beginning to step into the world of blockbusters with The Perfect Storm in which he starred alongside Clooney.

Walhberg was also up for the role of Linus which he would have been more age-appropriate for as he is almost the same age as Matt Damon. However, Wahlberg decided to turn down the role in favor of another blockbuster, Tim Burton’s Planet of the Apes, which proved a critical disappointment. Wahlberg would go on to star in his own heist thriller, The Italian Job ,which feels similar in tone to Ocean’s Eleven.

7 Owen Wilson

Playing Turk Or Virgil Malloy


Turk and Virgil Malloy are brothers who are recruited as part of Danny’s crew 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 Variety). Wilson had already made a name for himself in comedy with movies like Meet the Parents, Shanghai Noon, and Zoolander.

Given Wilson’s laidback and likable demeanor, 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.

6 Luke Wilson

Playing Virgil Or Turk Malloy


When it came to choosing the other Malloy brother to be cast alongside Owen Wilson, it makes sense that his real-life actor brother was the choice. This piece of casting would have brilliantly played into the meta and on-the-nose nature of the Ocean’s franchise. Luke and Owen got their start in the movie business together as they costarred in Wes Anderson’s Bottle Rocket which Owen co-wrote with the director.

Soderbergh apparently tried to continue with the brother casting idea for the Malloy parts and considered Joel and Ethan Coen as well.

However, Luke Wilson also had to part ways with the Soderbergh project to star in The Royal Tenenbaums, though he and Owen didn’t play brothers in that movie. Soderbergh apparently tried to continue with the brother casting idea for the Malloy parts and considered Joel and Ethan Coen as well (via The Playlist). 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.

5 Mike Myers

Unknown Role


Having already become a star on Saturday Night Live, Mike Myers stepped into the movie world with a string of big hits, including the Wayne’s World and Austin Powers movies. It would have been interesting to see him bring his comedic star power to Ocean’s Eleven as was originally the plan.

It isn’t clear who 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 older. 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).

4 Ewan McGregor

Playing Terry Benedict


Ewan McGregor found breakout success as the star of Danny Boyle’s Trainspotting and he reached a new level of stardom when he was cast as young Obi-Wan Kenobi in the Star Wars prequel series. Following this success, he 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 García, who ultimately played the antagonist. 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 schedulelikely conflicted with McGregor shooting Moulin Rouge! or Black Hawk Down.

3 Alan Arkin

Playing Saul


Alan Arkin is an actor who worked in Hollywood for seven decades and featured in movies of every genre. Though he found new levels of fame and success later in his career with Oscar-nominated roles in Little Miss Sunshine and Argo, he was an actor who was always working and it is not surprising he was sought to join the massive cast of 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 60s 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 in his late 70s when shooting the 2001 movie.

2 Ralph Fiennes

Playing Terry Benedict


Ralph Fiennes was also in talks to play a role in Ocean’s Eleven (via Variety), but which character isn’t known. However, given Fiennes’ penchant for playing villains, such as Lord 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.

The actor has also shown a talent for comedic roles in more recent years.

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. However, the actor has also shown a talent for comedic roles in more recent years, such as in The Grand Budapest Hotel, Hail, Caesar! and In Bruges, so it is entirely possible he could have handled one of the lighter roles in the movie.

1 Damian Lewis

Claude Becker


While the first movie in the Ocean‘s franchise occasionally struggled to lure in A-list talents to join the caper, following its success, there wasn’t much convincing necessary. However, issues still arise with the hectic shooting schedules of Hollywood and recasting is sometimes needed. That appears to have been the cast with Damien Lewis originally being cast in the female-led spinoff movie Ocean’s 8.

Lewis was already a big name on television at the time with his iconic roles as Captain Winters in Band of Brothers and U.S. Marine Sergeant Nicholas Brody in Homeland. Lewis was originally cast in the crime comedy as the movie’s villain, Claude Becker, who is the scheming ex of Debbie Ocean (Sandra Bullock). While Lewis was initially seen on set for the movie, he ended up having to leave production at some point as The Hobbit star Richard Armitage took over the role.

Oceans Franchise Poster


Based on the original 1960 film Ocean’s Eleven, The Ocean’s franchise reimagines and expands the classic heist film. The series centers on Danny Ocean and later his sister, Deborah Ocean, master thieves taught by their parents to pull off elaborate heists against the rich. Each film maintains the majority of the cast, as the Ocean siblings gather together teams of talented individuals who bring unique skills to each film’s extraordinary heist.

First Film Ocean’s Eleven Cast George Clooney , Brad Pitt , Matt Damon , Andy Garcia , Julia Roberts , Don Cheadle , Casey Affleck , Scott Caan , Elliott Gould , Bernie Mac , Eddie Jemison , Carl Reiner , Qin Shaobo , Sandra Bullock , Cate Blanchett , Helena Bonham Carter , Anne Hathaway , Rihanna


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