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In Beverly Hills, around Christmastime, excitable racketeer Spyros Acebos is waiting to hear from former sergeant Danny Ocean, who led the heroic 82nd Airborne unit of paratroopers during World War II. Acebos hopes that Danny will reassemble his highly trained commando unit to participate in a heist that will make them millionaires. Danny and a fellow paratrooper, Jimmy Foster, have worked out a detailed plan for putting Acebos' idea into action that requires carefully timed, military precision. However, they are avoiding Acebos' calls until they locate their former comrades and convince them to participate. After searching Phoenix, San Francisco and other cities where the men have scattered, Danny reunites his ten colleagues at Acebos' home to outline his plan, which is to simultaneously rob five Las Vegas casinos¿the Sands, Flamingo, Sahara, Riviera and Desert Inn--on New Year's Eve at midnight. Each man has his own reason for agreeing to the risky mission: for instance, playboy Jimmy wants to break his financial dependence on his wealthy, socialite mother, Mrs. Restes, while Vincent Massler wants enough money so that his wife can quit her job as a stripper. Key to the operation is the unit's luckless electrician, Anthony Bergdorf, who was recently released after serving time in San Quentin. Having assisted a jeweler in an insurance fraud scheme and become the victim of a complicated frame-up, Tony, who has a young son, is at first unwilling to risk further imprisonment. After his doctor informs him that he has a fatal heart condition, however, he agrees to the mission in order to leave a financial legacy for his child. Former race car driver "Curly" Steffans, prizefighter "Mushy" O'Connors, rodeo cowboy Louis Jackson, Peter Rheimer, Roger Corneal and Josh Howard, a former baseball player who lost an eye in the war and now works as a garbage collector, all agree to "liberate millions" from the casino vaults. However, Danny's best friend, Sam Harmon, a lounge singer who knows the city intimately and is aware of the level of security there, points out that they are not as athletic as they once were. Frustrated, Acebos calls him a traitor, but when Danny offers to let Harmon back out, Harmon realizes that he cannot talk his friends out of the plan and joins them out of loyalty. Harmon is also concerned about Danny, whose estranged wife Beatrice left him for a more stable life, feeling that their marriage was a "floating crap game." Knowing they are both still in love, Harmon brings them together to talk. Danny invites Bea to go with him to Rio on January second, raising her suspicions that he is involved in another questionable activity. Recognizing that he "can never love a woman as much as he loves danger," she refuses him, but hopes he will someday want to settle down. Two days before New Year's, the men regroup in Las Vegas. Surreptitiously, they spray infra-red painted arrows, which can be seen only by using special glasses, on the casino floors that lead to the cashier cages and back doors, and mark significant door knobs. After sneaking into the utility side of the casinos using keys acquired by Josh, Tony studies their electrical systems. When Danny unexpectedly encounters Adele Ekstrom, one of his "flings" who is jealous that Danny has met with Bea, they have a quarrel, after which she vows to get back at him. Adele calls Bea, hoping to make her jealous, but Bea is not moved by Adele's maliciousness. When Adele encounters Mrs. Restes, who is in Las Vegas with Duke Santos, who is to be her sixth husband, she reports that Jimmy is in town with his war buddies and not skiing in Squaw Valley, as he had told his mother. After a bowling game, during which Danny's men discuss the rest of their plans, ammunition expert Rheimer, assisted by Mushy, sets a timed explosive on an electrical control tower to go off shortly after midnight. Meanwhile, Tony rigs the wiring of the emergency generators of the five casinos to open the vault doors instead of turn on the lights. On New Year's Eve, assigned to teams of two, Danny's men disperse to the five casinos and discreetly wait for midnight. After the clock strikes twelve, as everyone sings "Auld Lang Syne," an explosion destroys a control tower, throwing the casinos into darkness. As planned, casino operators turn on the emergency generators, which open the vaults, allowing the teams to hold up the vulnerable cashiers and take the money. After stashing the money in the casinos' trash cans, Danny's men return to their places inside the casinos in time for the lights to come on. One by one, Josh picks up the trash at each casino and loads it into his garbage truck. Although the thefts are swiftly reported and everyone exiting the city by car, train or airplane is searched, Josh's truck is not suspected and passes through roadblocks to the dumpsite, where he hides the money. In Beverly Hills, Acebos, whose criminal reputation prevents him from entering Las Vegas without raising suspicions, is elated to hear about the robbery on the radio. Danny is expressing amazement at how easily the scheme worked when Tony collapses from a heart attack and dies. Meanwhile, Duke, who is prominent in the underworld, wonders who was behind the heist. Confident of his extensive connections, he meets with the managers of the five casinos and negotiates to return the money for thirty percent of the total. Later, when Mrs. Restes mentions that Jimmy is in town with his war buddies, Duke recalls a previous conversation in which his future stepson mentioned plans to make his own money for the first time in his life. Guessing that Jimmy and his cronies are responsible for the robbery, Duke, whose childhood poverty drove him to fight his way to wealth, admires the deed and thinks that, if Jimmy had been born poor, "what a career he could have!" After bribing an undertaker's assistant, Mr. Kelly, to inform him of anyone who contacts the establishment about Tony, Duke approaches Danny and Harmon and threatens to turn them in unless they give him half of the money. Impressed by their accomplishment, he says if they were professionals, he would have put them out of business, but that "new talent needs encouragement." Afterward, when Harmon learns that Duke is Jimmy's mother's fiancé, he assumes that Jimmy double-crossed them, until Danny reminds him that Jimmy knows where the money is hidden and could easily have taken it and left. As an alternative to paying off Duke, Danny's men break into the mortuary and stash the money in Tony's coffin. Expecting that the corpse will be shipped to his ex-wife Grace in San Francisco, they plan to later retrieve the money, but hold back $10,000, which they immediately send to Grace. Later, when Grace comes to Las Vegas to make final arrangements for Tony, the undertaker, Mr. Cohen, suggests that she can save money by having the service in Las Vegas. The former paratroopers attend Tony's funeral, as does Duke, who has been contacted by Kelly. During the service, Kelly shows Duke a money band, marked ten grand, which he found on the floor under Tony's coffin that morning. As the minister reminds the gathering that "the Lord giveth and the Lord taketh away," the men are bewildered by a rumbling sound and an usher explains that the deceased is being cremated. After the service, the men, each lost in his own thoughts, leave the mortuary.