Arkin as originally cast as Saul Bloom but had to pull out of the project for personal reasons.

Beatty was considered for the part of Terry Benedict.

Considered for the role of Terry Benedict.

Ralph Fiennes was considered for the part of Terry Benedict.

Dennis Franz was considered for the part of Reuben.

Danny Glover turned down the part of Frank Catton.

Considered at one point for the role of Basher Tarr.

Pollack was considered to play Reuben in the remake of Ocean's Eleven.

Originally, Brett Ratner was going to direct the remake of Ocean's Eleven and he wanted Sean Penn to be in it, but eventually, Ratner had to move on to another project, and Soderbergh took over.

Wahlberg was originally supposed to play the part of Linus.

Bruce Willis turned down a role in the film.

Luke & Owen Wilson were set to play the Malloy brothers but dropped out. The roles went to Casey Affleck and Scott Caan.

Owen & Luke Wilson were set to play the Malloy brothers but dropped out. The roles went to Casey Affleck and Scott Caan.