Ocean's Thirteen

Reuben Tishkoff (Elliot Gould) and Las Vegas' most hated businessman, Willy Bank (Al Pacino), are building a new hotel and casino in Las Vegas. After having secured crucial deals for Bank, Reuben is strongarmed into signing over his share to him. Bank leaves him with just a $10,000 poker chip and Reuben notices that Bank has changed the name of the hotel from "The Midas" to his own name, "The Bank". Reuben suffers a heart attack from the stress related to his financial loss. The remainder of Ocean's Eleven, Danny Ocean (George Clooney), Rusty Ryan (Brad Pitt), Linus Caldwell (Matt Damon), Basher Tarr (Don Cheadle), Frank Catton (Bernie Mac), Virgil Malloy (Casey Affleck), Turk Malloy (Scott Caan), "The Amazing" Yen (Shaobo Qin), Saul Bloom (Carl Reiner), and Livingston Dell (Eddie Jemison) – Tess and Isabel are left out by the simple explanation that this is "not their fight" – gather around his bed and are told that Reuben could survive, if he had something to live for. They offer Bank a chance to reinstate Reuben, referred to as a "Billy Martin", which he turns down. They then decide to ruin Bank in two ways.

First, the team decides to prevent Bank's new hotel from winning the prestigious Five Diamond Award, the highest distinction granted to a hotel (all of his other hotels have already received this award). Saul, under the name "Kensington Chubb", discreetly posing as the reviwer, gets Bank's attention by dropping his review folder exposing the "Five Diamond" logo. Believing Saul to be the reviewer and thus a VIP, Bank orders his entire staff to see to Saul's every need. Meanwhile, the "Ocean's" team engineers a series of mishaps for the real reviewer (David Paimer), a self-described "very unimportant person." Thanks to Ocean's crew, he is shown to a filthy room, gets food poisoning at a hotel restaurant, and is finally evicted by rude, brutish security guards (Virgil and Turk in disguise). After being evicted the reviewer approaches Bank and thanks him for having him evicted. Bank, of course, ignores this "nobody."

Second, they will rig the casino so that all the players (supplied by Denny Shields (Jerry Weintraub) win huge amounts of money on the opening night, so that Bank loses ownership of the hotel as he is expected by his board of investors to make $500 million in the first quarter to maintain control. Virgil is supposed to rig the casino dice at the source, a Mexican factory, so that the team can flip and stop them at the table using devices disguised as Zippo cigarette lighters. However, appalled by the dreadful working conditions in the factory and low pay, Virgil leads the workers in a strike. Virgil's brother Turk comes to Mexico to help, but Turk only joins the strike. When it was realized that the workers' meager demands was a lump sum of $38,000, the team agrees to write a post-dated check for the amount and the strike ends. They succeed in rigging the dice. Meanwhile, with the added help of new Ocean's team member Terry Benedict (Andy Garcia), Bank is tricked into buying a rigged domino table run by Frank, posing as a domino dealer and his co assistant Mirage posing as an Expo girl. A slot machine is rigged to pay out a huge progessive jackpot once Rusty activates it and lets another player take over. Livingston and a twelfth man, Roman Nagel (Eddie Izzard), rig card machines.

To ensure that all games played at the casino are fair and not tampered with, Bank has installed a state-of-the-art artificial intelligence security system known as The Greco. The computer reads biofeedback data from players in real time, enabling it to determine whether a win was legitimate or expected by the player. Nagel informs Ocean and Rusty that The Greco is housed in an impregnable room, and that only something like a natural disaster or a magnetron could cause it to shut down. Ocean and Rusty subsequently rent a tunneling machine that would simulate a localized earthquake hitting the hotel, which would effectively shut down The Greco for three minutes and twenty seconds while it reboots. To ensure that all the players will leave the casino with their winnings instead of gambling until they run out, the team plans to simulate a second earthquake to scare everyone into cashing out and leaving. However, the drill, which had been used to dig the Channel Tunnel from the English side, breaks down. To purchase the only available replacement, the drill that had been used from the French side, the twelve make a deal with their old enemy, Terry Benedict. Benedict will put up the money only if the team makes him senior partner and double his investment of $36 million for the drill, and also steal Bank's four prized diamond necklaces (Personal trophies purchased for winning the Five Diamond Award) kept in a glass case in his penthouse. Though the team had considered stealing the diamonds earlier, they decided it would be near-impossible to get through the security that bank designed to protect them. Nonetheless, having no other choice, they agree to Benedict's demand.

Yen the acrobat is introduced as Mr. Weng, a high-roller and rich businessman. Linus, disguised with a distinctive nose, acts as his business manager. Yen infiltrates the elevator shafts and air conditioning ducts, but discovers that accessing the diamonds from the floor or ceiling will be borderline impossible. Instead, Linus uses a pheromone patch called "the Gilroy" to seduce Bank's hotel manager, Abigail Sponder (Ellen Barkin), who leads him to the diamond room for more privacy.

Livingston is seemingly caught "rigging" the card machines by the FBI; an agent (Bob Einstein) tells Bank that replacement machines will be sent over by the manufacturer; However, Livingston hadn't actually tampered with the machines: the replacements were the actual rigged ones. From Livingston's fingerprints, Bank's security team obtains a list of known associates: All of the Ocean's Eleven team. This is subequently sent to Bank's office. Basher, dressed up as the stuntman for the hotel's opening show, distracts Bank while Virgil and Turk modify the downloaded names and faces so that the team's cover is preserved.

Meanwhile, the drill is activated, causing a small earthquake - which fails to shut down the Greco. Concerned, Bank hurries down to the Greco's secure command center. Bank gets a call on his new cell phone (procured as a gift by Sponder), which should be impossible in the reinforced room. Unfortunately for Bank and the Greco, the phone (which was actually supplied to Sponder by Ocean's crew) was modified to include a magnetron, activated with a false call: "Plan B." This shuts down The Greco and it takes three minutes and twenty seconds to reboot. The rigged games are all activated. Team members in the casino, including Danny, Rusty, Saul, Yen, Frank, and a recovered Reuben, all make sure that everyone who plays at the casino wins, so the casino pays out millions. After a montage of everyone winning at the rigged games, the Greco reboots. Virgil and Turk activate the tunnelling machine again and another earthquake is simulated, prompting everyone in the casino to cash in their chips and evacuate, taking all their "winnings" with them.

Upstairs, the FBI agent abruptly interrupts Linus and Abigail and arrests Linus. As Linus is led away, the agent is revealed to be his successful criminal father Bobby Caldwell, who is also in on the scheme. When the two reach the rooftop helipad to leave, Francois Toulour (Vincent Cassel), alias "the Night Fox", the antagonist from Ocean's Twelve, reveals himself, having followed the whole crew from the start in partnership with Benedict. At gunpoint, Linus hands Toulour the stolen diamonds. The gun, as he finds out shortly, was not loaded. Toulour escapes, but the diamonds Linus handed over were actually the fake ones; shortly after, the team circumvents the impregnable display case by simply stealing the entire casing from the hotel, along with a good-sized chunk of the ceiling, with the help of explosives and a helicopter.

Danny confronts Bank, telling him he broke the rules and needs to learn from what he's done. Saul deliberately walks past the two and Bank realizes that "Kensington Chubb" was not actually the Five-Star hotel reviewer. Bank tries to threaten Danny, saying he knows people, highly invested in his survival, who really know how to hurt. Danny responded calmly, saying "I know all the guys that you'd hire to come after me... they like me better than you." Danny then says that he figures Bank would not go to the police. Ocean and Saul leave the casino and Bank watches the helicopter fly away with his diamonds. Right after, Toulour also sees the helicopter, realizing once again that he stole a replica. Minutes later, back at their place, the guys watch Bank's fireworks go off. Danny gives Reuben the deed to 4.6 acres of land on the Las Vegas Strip. The next day, Danny meets Benedict at his office, confronts him about hiring Toulour. As punishment for Benedict's double-crossing, Danny informs him that he donated Benedict's share of the money to "Camp to Belong", a camp for under-privileged kids, in Benedict's name. Benedict was obviously not pleased.

Days later, in the McCarran International Airport, Danny, Rusty, and Linus watch as Benedict gives an interview on The Oprah Winfrey Show, announcing that he donated the money because he was touched by the kids. The three go their separate ways. Linus, the first to leave, has finally gotten a "part" in his father's work. Danny is the second to leave. After they have left, Rusty decides to hit the slots one last time. He starts to put some coins in the machine, but decides to give up his seat to the beleaguered hotel reviewer who happened to be at the airport. The machine turns out to be rigged and the hotel reviewer wins $11 million, and Rusty walks off smiling while a crowd gathers. (this is signifigant also because Saul and Turk had earlier discussed how he would get the "Susan B. Anthony" at the airport, with Saul claiming he would undergo the reviewer's plight if he were paid 11 million dollars)