A gang of World War II 82nd Airborne veterans is recruited by Danny Ocean (Frank Sinatra) and Jimmy Foster (Peter Lawford) to rob five Las Vegas casinos (Sahara, Riviera, Desert Inn, Sands, and the Flamingo) on a single night.
The gang plans the elaborate New Year's Eve heist with the precision of a military operation. Josh Howard (Sammy Davis Jr.) takes a job as a sanitation worker driving a garbage truck while others work to scope out the various casinos. Sam Harmon (Dean Martin) entertains in one of the hotel's lounges. Demolition charges are planted on an electrical transmission tower and the backup electrical systems are covertly rewired in each casino.
At one minute and some odd seconds after midnight, while everyone in every Vegas casino is singing "Auld Lang Syne" the tower is blown up and Vegas goes dark. The backup electrical systems open the cashier cages instead of powering the emergency lights. The inside men sneak into the cashier cages and collect the money. They dump the bags of loot into the hotels' garbage bins, go back inside, and mingle with the crowds. As soon as the lights come back on, the thieves stroll out of the casinos. A garbage truck driven by Josh picks up the bags and passes through the police blockade. It appears to have gone off without a hitch.
Their ace electrician, Tony Bergdorf (Richard Conte), has a heart attack in the middle of the Las Vegas Strip and drops dead. This raises the suspicions of police, who wonder if there is any connection.
Reformed mobster Duke Santos (Cesar Romero) offers to recover the casino bosses' money for a price. He learns of Ocean being in town and his connection to Foster, who is the son of Duke's fiancée (Ilka Chase). Santos pieces together the puzzle by the time Bergdorf's body arrives at the mortuary.
Santos confronts the thieves, demanding half of their take. In desperation, the money is hidden in Bergdorf's coffin, with $10,000 set aside for Bergdorf's widow (Jean Willes). The group plans to take back the rest of the money, making no payoff to Santos, after the coffin is shipped to San Francisco.
This plan backfires when the funeral director talks Bergdorf's widow into having the funeral in Las Vegas, where the body is cremated – along with all of the money.
Peter Lawford was first told of the basic story of the film by director Gilbert Kay, who heard the idea from a gas station attendant. Lawford eventually bought the rights in 1958, imagining William Holden in the lead. Sinatra became interested in the idea, and a variety of writers worked on the project. When Lawford first told Sinatra of the story, Sinatra joked, "Forget the movie, let's pull the job!"
The animated title sequence was designed by Saul Bass. The film's closing shot shows the main cast walking away from the funeral home, with the Sands Hotel marquee behind them listing their names as headliners.
The film derives its name from this group of 11 people:
- Frank Sinatra as Danny Ocean
- Dean Martin as Sam Harmon
- Sammy Davis, Jr. as Josh Howard
- Peter Lawford as Jimmy Foster
- Richard Conte as Tony Bergdorf
- Joey Bishop as "Mushy" O'Connors
- Henry Silva as Roger Corneal
- Buddy Lester as Vince Massler
- Richard Benedict as "Curly" Steffans
- Norman Fell as Peter Rheimer
- Clem Harvey as Louis Jackson
- Angie Dickinson as Beatrice Ocean
- Cesar Romero as Duke Santos
- Patrice Wymore as Adele Elkstrom
- Akim Tamiroff as Spyros Acebos
- Ilka Chase as Mrs. Restes
- Jean Willes as Gracie Bergdorf
- Hank Henry as Mr. Kelly, the mortician
- Lew Gallo as Jealous Young Man
- Robert Foulk as Sheriff Wimmer
- Shirley MacLaine as Tipsy Woman (Martin's kisser) (uncredited)
- George Raft as Jack Strager (Casino Owner)
- Red Skelton as Himself
- Richard Boone as the Minister (voice) (uncredited)
- Red Norvo as Himself/Hotel Vibraphonist (uncredited)
The film received mixed reviews from critics. Bosley Crowther of The New York Times disliked the film because "there is no built-in implication that the boys have done something wrong. There is just an ironic, unexpected and decidedly ghoulish twist whereby they are deprived of their pickings and what seems their just desserts. This is the flaw in the picture—this and the incidental fact that a wholesale holdup of Las Vegas would not be so easy as it is made to look." Variety wrote that the film was "frequently one resonant wisecrack away from turning into a musical comedy. Laboring under the handicaps of a contrived script, an uncertain approach and personalities in essence playing themselves, the Lewis Milestone production never quite makes its point, but romps along merrily unconcerned that it doesn't." Leo Sullivan of The Washington Post called the film "nothing more than a whopping sick joke in Technicolor ... It's a completely amoral tale, told for laughs." Philip K. Scheuer of the Los Angeles Times wrote that the film "has a pretty good surprise twist at the finish and is, of its type, a pretty good comedy-melodrama." A mixed review in The Monthly Film Bulletin called it "an overlong, intermittently amusing picture full of surface effects and private jokes ... Despite Milestone's efforts, the first third tends to drag, due mainly to desultory characterisation, but when the raid begins both situations and dialogue improve considerably."
On Rotten Tomatoes, Ocean's 11 holds a rating of 48%, based on 27 reviews, with an average rating of 5.2/10.