Back in 1960, when Peter Lawford pitched him the Vegas heist script for the original "Ocean's 11," Frank Sinatra reportedly joked, "Forget the movie, let's pull the job."

Indeed, the original Rat Pack romp was so slight that news regarding its remake was met with a collective shrug. But the 2001 "Ocean's 11," released 15 years ago this week (on December 7, 2001), proved way more lucrative than the actual heist would have. It spawned the biggest hit of director Steven Soderbergh's career, a three-film franchise, and a new Rat Pack of sorts that crowned George Clooney, Julia Roberts, Brad Pitt, and Matt Damon as Hollywood's new aristocracy. Here are the secrets of how this unlikely caper came together.
1. Did anyone in 2001 even remember the original "Ocean's 11," a crime comedy notable more for its marquee casting than for what happened on screen? Remake producer Clooney didn't think so.

"The truth is, most people never saw the original 'Ocean's 11,'" he said. "They just think they have because those guys were the coolest. Nobody touches Frank and Sammy and Dean, and we won't ever be that cool. But we do have a really great story."

2. Still, Clooney and Soderbergh wanted to assemble a similar all-star cast, and after the double-whammy year Soderbergh had in 2000 (releasing both "Erin Brockovich" and "Traffic" and winning a Best Director Oscar for the latter), he had the clout to get most of the names he wanted. Nonetheless, Johnny Depp and Mark Wahlberg eluded him for the role that ultimately went to Matt Damon.
3. Instead of original choices Alan Arkin and Danny Glover, the director got Carl Reiner and Bernie Mac. For the gearhead brothers, he considered Owen and Luke Wilson (too busy making "The Royal Tenenbaums" with Glover). He also considered non-thespians Joel and Ethan Coen before going with Scott Caan and Casey Affleck.

4. Part of the challenge was to get all those A-listers to cut their usual salaries in order to fit so many of them into the cast. Clooney cut his own pay first. Recruiting recent "Brockovich" Oscar winner Julia Roberts, who at the time earned $20 million per movie, Clooney sent her a script with a note reading, "I hear you're getting 20 a picture now." Attached was a $20 bill.
5. Roberts signed on, despite her apprehensions about being the only woman among a cast of mischievous fratboys led by Clooney. "I felt like the tomboy sister with all these motley brothers," she said. "It does make you paranoid when you walk into your room every night thinking, 'What has been booby-trapped?'"

6. One actor who came cheap: Soderbergh himself, who had a cameo as one of the dimwitted safecrackers whom Basher Tarr (Don Cheadle) chews out.
7. By the way, if you hate Cheadle's cockney accent as Basher, the actor sympathizes with you and agrees that his voice work is "truly terrible" in the "Ocean's" trilogy. "I really worked on that accent," he recalled. "I went to London and I spoke to people. I thought I got to know it, but it turns out I couldn't get it." Before making "Ocean's Twelve," he said, "I wanted to change it, but my agent said no. So I'm stuck with this thing and everyone laughs at me."

8. Brad Pitt's character is shown eating in nearly every scene, a character tic that led to a noticeable continuity error. During a sequence where he's gobbling shrimp cocktail out of a goblet, as the camera cuts away from him and returns, the goblet turns into a plate, then back into a goblet. Apparently, the scene required so many takes that Pitt had to scarf down 40 shrimp before Soderbergh was satisfied.
9. When Clooney and Pitt's characters mull over the manpower they'll need to pull off the complex robbery, the latter says, "Off the top of my head, I'd say you're looking at a Boesky, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever." What did all those references mean?

As the movie progresses, it appears that "Boesky," as in Wall Street fraudster Ivan Boesky, is a reference to Reiner's con man Saul. "Jim Brown" (as in the "Dirty Dozen" star) seems to mean the aggressive distraction provided by blacklisted blackjack dealer Bernie Mac. "Miss Daisy" is apparently the getaway vehicle. The "two Jethros" are the yokel mechanics played by Caan and Affleck. "Leon Spinks" refers to the boxing match upset. And "Ella Fitzgerald" has to do with the videotaped heist passed off as the real thing, a reference to the legendary jazz singer's popular audio cassette commercials in the 1970s, in which a recording of belting a high note proves vivid enough to shatter a glass, prompting the slogan, "Is it live, or is it Memorex?

10. A key plot element is the "pinch," a device stolen from a physics lab that creates an electromagnetic pulse strong enough to black out Las Vegas for nearly a minute. "In fact, a pinch really does exist," production designer Phil Messina noted. "It's essentially a particle accelerator and is used to send out an electromagnetic pulse."

Messina's team tried to make the movie's pitch authentic. "We contacted scientists on the Internet and found people who worked with these particle accelerators. We went into chat rooms and basically posed design questions. Then our property master visited a lab in Northern California that had a pinch and he brought back photographs and diagrams." Unlike in the movie, however, a pinch is too big to fit in a van, it uses too much electricity to be powered by a string of car batteries, and its electromagnetic pulse is too weak to shut down power outside of a radius of a few feet. In fact, the only electromagnetic event that would create a pulse strong enough to shut down a city's power grid is a nuclear explosion.

11. "Ocean's 11" was one of the first films that needed a re-edit because of the then-recent 9/11 attacks. In the initial edit, developers demolish the New York, New York casino (with its hotel built to resemble the towers of the Manhattan skyline) in a huge CGI explosion. Now, however, blowing up New York skyscrapers wasn't going to play well, so the demolished hotel became the fictional Xanadu.
12. The movie was shot at the actual Bellagio casino, so during their downtime, the stars played the tables. Damon claims he saw Clooney lose 25 straight hands of blackjack. Worse, the "Rounders" star says he had to cover the leading man's losses when the dealer wouldn't take an IOU.

13. Clooney's penny-pinching with A-listers' salaries kept the budget down to a reported $85 million. "Ocean's" earned back $183 million in domestic ticket sales and a worldwide total box office of $451 million.