"My life is over. I've been a good girl, I've never lied, except when necessary. I've always bought my parents expensive gifts... using their credit cards, of course, but I don't deserve this humiliation!"

"David Paymer - The V.U.P."

"Jerry Weintraub - Denny Shields"

"Andy Garcia - Terry Benedict"

"Julian Sands - Greco Montgomery"

"Ellen Barkin - Abigail Sponder"

"Michael Mantell - Dr. Stan"

"Eddie Izzard - Roman Nagel"

"Carl Reiner - Saul Bloom/Kensington Chub"

"Shaobo Qin - Yen/Mr. Weng"

"Scott Caan - Turk Malloy"

"Eddie Jemison - Livingston Dell"

"Casey Affleck - Virgil Malloy"

"Don Cheadle - Basher Tarr/Fender Roads"

"Al Pacino - Willie Bank"

"Bernie Mac - Frank Catton"

"Elliott Gould - Reuben Tishkoff"

"Matt Damon - Linus Caldwell/Lenny Pepperidge"

"Brad Pitt - Rusty Ryan"

"George Clooney - Danny Ocean"

"When you cross one Ocean, you cross them all."

"How To Steal Half A Billion Dollars, In 3.5 Minutes?"

"Revenge is a funny thing."

"What are the odds of getting even? 13 to one."

"Saul Bloom: (Talking to Willie Bank as Kensington chubb) Well, so far, this establishment is of, Aces!"

"Yen: Shit! Shit! Shit!"

"Roman Nagel You're like the Morecombe and Wise of the thievery world, but even they went off the boil after a while"

"Roman Nagel: You're analog players in a digital world. You're done."

"Reuben Tishkoff: We'll talk about it when I'm dead."

"Saul Bloom: Did I say I was walking away? Let's gut the sonovabitch."

"Saul Bloom: Kensington Chubb here!"

"Saul Bloom: When they opened The Flamingo, one day it was closed, the next it was open. End of story. I know, I was there."

"You know, you're half smart, Ocean."

"I don't want the labor pains; I just want the baby!"

"Oh, I don't lose. People who bet on me to lose, lose. And they lose big."

"[To Danny Ocean] Some people I take seriously tell me you're a serious guy."

"I'm so deep into Pepperidge I am him."

"[At the airport, homage to real life] I guess I'll see you when I see you"

"[Linus is talking to his dad on the phone] No, the Brody can work! What, just because you have the greatest cover known to man, you have to tell me what to do? Congratulations! No, maybe you're getting soft! [Danny puts his hand out for the phone] No, I won't put Danny on. [Rusty puts his hand out for the phone] Or Rusty. Just–Goodbye, Dad! [Hangs up]"

"[reference to Damon's last line in Rounders] It is not a prop for prop's sake!"

"[Referring to Linus' facial prop] Oh I told him that the nose plays... the nose plays."