9 Actors Who Almost Starred in Ocean’s Movies (And Who They Would Have Played)

Ocean’s Eleven has one of the most impressive casts ever, but it almost seemed so different and somehow even bigger. The 2001 film directed by Steven Soderbergh follows a group of crooks who attempt to rob three different casinos at once, all of which belong to Terry Benedict (Andy Garcia). The band of thieves is led by Danny Ocean (George Clooney), Rusty (Brad Pitt) and Linus (Matt Damon), and these three winning stars alone make for an almost impossible all-star cast. However, along with these three movie stars, the cast includes Garcia, Casey Affleck, Julia Roberts and so many other famous performers.



The film was so successful that it spawned two sequels, and the trilogy grossed 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 film became a huge box office hit based on its star power alone, which rarely happens in the current cinematic landscape unless the film is tied to an established IP. Thanks to the success of the franchise, Clooney made $50 million for on the ocean films and considering all the actors who turned down the film, many of them probably regretted that decision.

RELATED: All 5 of Ocean’s Movies, Ranked from Worst to Best


9 Bruce Willis as Terry Benedict

Although he always played the character in the action films of the 90s and 2000s, Bruce Willis was actually originally in talks to play the film’s antagonist, Terry Benedict (via The things). Willis admitted that he turned down the role, but also admitted that he made a huge mistake, noting, “I wanted to work with George Clooney and I thought I might only get one chance to do it, and when I read the script, Terry Benedict’s role in Oceans 11 wasn’t done yet, so I passed on it.” However, Willis had a cameo Ocean’s Twelvedespite not sharing screen time with Clooney.

8 Johnny Depp as Linus

Johnny Depp as John Dillinger on the outside in Public Enemies.

Clooney hilariously called out some big movie stars who turned down roles in Ocean’s Eleven, one of which was Johnny Depp. Clooney revealed, “Some very famous people immediately told us to hang out. We went to their homes and sat down with them. Mark Wahlberg, Johnny Depp. There were others. Now they regret it.While Clooney’s comments about Dep Ocean’s Eleven role doesn’t make clear who Depp would play, he would have been cast as Linus (via The Hollywood Reporter). Although Depp seems too big a movie star to play the third lead character, it was prePirates of the Caribbean Dept.

7 Mark Wahlberg as Linus

Mark Wahlberg looking in the mirror in Father Stu

Clooney also mentioned Mark Wahlberg when he named and shamed actors who turned him down, and Batman and Robin the actor confirmed that Wahlberg would also play Linus. It’s hardly a surprise that Wahlberg turned down the role, as the actor notoriously doesn’t accept roles unless he’s the lead. Wahlberg initially turned down Martin Scorsese’s The deceased (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 has somewhat managed to have his own Ocean’s Elevenstarring Mark Wahlberg The Italian job is a criminally underrated heist movie.

6 Owen Wilson as Turk or Virgil Malloy

Owen Wilson in the opening credits of The Royal Tenenbaums

Turk and Virgil Malloy are brothers Ocean’s Eleven, and they are known for amusing bickering with each other, which often fails certain tasks. 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 generic oration, it’s hard to imagine him as one of the warring brothers, but he would 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 Academy Award nomination for Best Original Screenplay.

5 Luke Wilson as Virgil or Turk Malloy

Margot sleeps with Richie in The Royal Tenenbaums

According to The things, Owen Wilson’s brother Luke Wilson almost played the other Malloy brother. This meta part of the casting would play brilliantly meta and on the nose nature of on the ocean trilogy. However, Luke Wilson also had to part ways with the Soderbergh project to take part in it The Royal Tenenbaums, and Owen and Luke Wilson happen to play brothers in the Wes Anderson movie as well. It’s hard to tell if the brothers are inside, though Ocean’s Eleven would have worked or if it would have been too distracting and taken the audience out of immersion and Affleck and Caan had great chemistry as brothers.

4 Mike Myers

Mike Myers as Wayne in Wayne's World makes a funny face while sitting in a car singing Queen's song Bohemian Rhapsody

It’s unclear who Mike Myers would play Ocean’s Elevenbut his name was often mentioned during the casting process (via Diversity). It’s difficult to conclude who could have played Myers, as his age in his early 40s at the time, along with his unique brand of comedic acting, didn’t suit either character. Myers could have played Reuben, the wealthy casino owner who finances the heist, but the character would have been about 20 years younger. However, a part of Myers still made it into the film, as the wig Rusty wore when impersonating the doctor was Myers’ wig from Austin Powers rehearsals (via NZ Herald).

3 Ewan McGregor as Terry Benedict

Ewan McGregor sits on a Moulin Rouge typewriter

Ewan McGregor has officially been offered a role in Ocean’s Eleven movie, and although it’s not entirely clear what the role was, it’s safe to assume it was Terry Benedict, as Diversity reported that McGregor was replacing Bruce Willis. McGregor is a surprising choice for Benedict, as the actor rarely plays villains and isn’t half as intimidating as Willis or Andy Garcia, who ended up playing the villain. There is no known reason why McGregor turned down the role, but 2001 was a huge year for the actor and Ocean’s Eleven’s the schedule probably conflicts with the pictures of The Red Mill! or Black Hawk Down.

2 Alan Arkin

Alan Arkin smiles in Argo

Alan Arkin, an actor who has worked in Hollywood for seven decades and starred in films such as Little Miss Sunshine and Argowas almost thrown Ocean’s Eleven (via Indie Wire). However, since Arkin was part of a long list of actors approached by the studio, it is unknown which character he would play. However, given that Arkin would have been in his late 70s when Ocean’s Eleven was released, the actor would likely star as Saul Bloom, the elderly con man. The role of Saul eventually went to Carl Reiner, who was also in his late 70s when he shot the 2001 film.

1 Ralph Fiennes

Ralph Fiennes as Chef Slowik looks up to his fellow chefs on The Menu

Ralph Fiennes was also in talks to play the character Ocean’s Eleven (via Diversity), but which character is unknown. However, given Fiennes’ penchant for playing villains such as Lord Voldemort, Hades v the wrath of the titansand Chef Slowik in The menu, he is likely to play Terry Benedict. This is especially possible given that Benedict seemed so difficult for Soderbergh and the studio to cast. Fiennes would make a great Benedict, as the actor has made a name for himself playing nerdy and nerdy characters, and his portrayal of Benedict would undoubtedly be more of a swaggering British archetype.

Sources: The Numbers, The Things, The Hollywood Reporter, Indie Wire, Variety, NZ Herald

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