When Daniel Ocean is released from prison in New Jersey, his next heist is already planned. Danny's target are three Las Vegas casinos: The Bellagio, the Mirage and the MGM Grand. They all belong to ruthless entrepreneur Terry Benedict, who, by the way, also shows a certain interest in Danny's beautiful ex-wife Tess. During a much-anticipated boxing event (Lennox Lewis vs. Wladimir Klitschko), there will be $150 million in the safe, 70 yards below the strip. So, Danny starts to hire professionals from all over the country: There's the card magician Rusty Ryan, the perfect pickpocket Linus Caldwell and the ingenious pyrotechnician Basher Tarr. Reuben Tishkoff, who lost a casino to Benedict, provides funding, the brothers Virgil and Turk Malloy will drive and help, and Frank Catton, a professional card dealer, gets a job at the casino to watch the routines. Saul Bloom, already retired, will play the rich heavy weaponry dealer and live in the hotel, while Livingston Dell bugs the place to have a look over the shoulders of the security personnel. Finally, the chinese acrobat artist Yen will be the one to move inside the safe before the motion detectors are turned off. There are three rules to be followed: First: no blood. Second: Rob only who deserves it. Third: Do it as if you have nothing to lose. When the day of the boxing event finally draws near, all is set, and Benedict doesn't have a clue - or does he?