Many contemporary sources refer to the film as Ocean's 11. After the opening credits, voice-over narration by Joey Bishop as "'Mushy' O'Connors" sets the story at "Christmastime in Beverly Hills, California--a time when everyone thinks only kind, tolerant, generous thoughts." At the end of the film, as the ten men walk away from the mortuary, they are shown onscreen individually with their names and character names superimposed. Behind them a marquee advertises “In the Lounge Jonah Jones, Norman Brooks and Ann Brooks, Red Norvo and Ernie Stewart Trio.” According to a Mar 1960 HR news item, Norvo "and his trio” appeared in the film performing backup for Dean Martin’s song “Ain’t That a Kick in the Head.” Jonah Jones was a jazz trumpeter. After the final shot and ending credit of Sammy Davis, Jr., a second sign above the first lists the names of Frank Sinatra, Martin, Davis, Peter Lawford and Bishop.
       The group of five, which was headed by Sinatra, came to be known in Hollywood as the “Rat Pack.” Shirley MacLaine, who, according to an Aug 1960 LAEx article, made an unbilled appearance in the film at her own request, was considered an "auxiliary” member of the group. Los Angeles restaurateur Nicky Blair, George E. Stone, Hoot Gibson, Red Barry and other friends of Sinatra, many of whom are old character actors, make brief appearances in the film.
       The ten closing cast credits of Ocean’s Eleven differ in order from the opening credits and do not include some of the above-title names. In the opening credits, the cameo appearances of George Raft and Red Skelton are labeled as “guest stars.” The character name “`Curly’ Steffans” is spelled with an “a” onscreen, although the CBCS and reviews spell the name “Steffens.” The character portrayed by actress Laura Cornell is called “Honeyface” in the film and “Sugarface” in the CBCS.
       In Apr 1956, a DV news item reported that director Gilbert L. Kay and producer Earl Colbert had signed jazz guitarist Barney Kessell to score Ocean’s Eleven, which was to be the first picture produced by the newly formed Matador Productions. The news item reported that the authors of the original story, George Clayton Johnston and Jack Golden Russell, were co-partnered with Kay and Colbert. According to a Dec 1957 LAT news item, Lawford and Sinatra bought the screenplay, although, according to a 1957 NYT news item, neither planned to appear before the camera.
       A Sep 1958 LAEx news item, mentioning that Sinatra and Lawford’s friendship had “blossomed into a business deal,” confirmed their plans to produce the film in the Las Vegas area, at “the famed magnesium plant in Henderson, Nev.,” a few miles outside of the city, and at the Sands Hotel, of which Sinatra and Martin had part ownership. The news item reported that small cottages near the plant would be used in the story to advance the plot, which called for them to be set on fire, so that the story’s “gangsters” could hold up six hotels on the Strip while the fire and police departments fought the blaze. The news item also reported that during production, Sinatra, Lawford, Martin and Davis would alternate performances at the Sands each night.
       According to a Sep 1958 DV news item, the film would be co-produced by Sinatra’s Dorchester Productions and Lawford’s Kenlaw Productions companies, and Sinatra and Lawford would perform in the film with Davis, Martin and Buddy Lester. An Aug 1958 HR news item reported that production of the film, which was being written by Richard Breen , was being postponed until after Sinatra completed the film All My Tomorrows, which was the working title for the 1959 United Artists release A Hole in the Head (See Entry). According to Nov 1958 LAMirror-News and Oct 1958 DV news items, Lawford and Breen traveled to Las Vegas to work on the script, which they discussed with the Las Vegas police chief, R. K. Sheffer (misspelled Shefter in the DV news item). Breen was not credited onscreen and his contribution to the final film has not been confirmed.
       An Aug 1958 HR news item, which erroneously referred to the film as Oceans of Loving, and an Oct 1958 LAT news item, reported that Sinatra was negotiating with Jackie Gleason, who did not appear in the final film. An unsourced but contemporary article at the AMPAS Library adds that Tony Curtis and Milton Berle had been signed for cameos in the picture, and that Daniel Fuchs had worked on the screenplay. Although their appearance in the film has not been confirmed, a HR production chart adds Cosmo Sardo to the cast and HR news items add Sandra Preston, Billy Snyder and Bob “Sarge” Allen. Modern sources add Charles Perry, John George, Jerry Velasco, Joe Gray, Mike Lally, Max Wagner, Harry Wilson and Nelson Leigh to the cast. Dick Benedict, who was credited onscreen as an assistant to the producer and portrayed `Curly’ Steffans, also served as dialogue director for the film, according to a Jan 1960 HR news item.
       According to an Aug 1960 LAEx article, producer-director Lewis Milestone had discarded most of the original melodramatic story, keeping only the basic idea of twelve ex-paratroopers robbing five Las Vegas casinos. Jan and Feb 1960 HR news items reported that portions of the film were shot at the Sands, Sahara and Riviera, three of the five hotel casinos mentioned in the story, as well as at the Warner Bros. studio. Although it was later refuted in a modern book about the Rat Pack, an Aug 1960 LAEx article reported that the cast and crew shot the casino sequences during the establishments’ slowest times, between 1:00 a.m. and 5:00 am. A Mar 1960 LAMirror-News article stated that television-style cue cards were used to eliminate the need for the cast to memorize lines. As planned over a year in advance, the film’s leads alternated performances in the Copa Room of the Sands Hotel at night. Several autobiographical sources and documentary footage describe the party atmosphere, the pranks and drinking during the making of the film, all in the Rat Pack’s flamboyant style, which can be summed up by one of their signature phrases, “ring-a-ding-ding.” The filming lured more than the usual number of tourists to the Strip, most notably Lawford’s brother-in-law and future president John F. Kennedy, who was making pre-campaign tours and for whom the Rat Pack members later campaigned.
       The Ocean’s Eleven’s Aug 1960 Las Vegas premiere was themed as a New Year’s Eve celebration set in the summer, and included the leads performing together at the Sands as part of the festivities. According to an Aug 1960 LAEx article, “The film is one of the few that typifies the de-moralization trend in film making today. There’s no punishment for the crime.” A 30 Aug 1960 LAT article, titled "Ocean’s 11 Fails to Awe N.Y. Critics,” quoted a reviewer as stating: “If this picture can be parlayed…into a great success, then they’ve gotten away with real murder. If not, and the public ignores one of the truly emptiest displays on record, maybe some of these many talents will be forced to go to work.”
       Despite the mixed reviews during its opening, Ocean’s Eleven became the highest grossing motion picture of Sinatra’s career, according to modern sources. The Rat Pack made other films, the first of which in which some members appeared together was the 1959 M-G-M picture Some Came Running, starring Sinatra, Martin and MacLaine (See Entry). Later films included the 1962 UA release Sergeants 3, the 1963 4 for Texas and the 1964 Robin and the 7 Hoods, the latter two for Warner Bros. (see AFI Catalog of Feature Films, 1961-70). However, Ocean’s Eleven has been described by modern sources as “the quintessential Rat Pack film.”
       The Sands Hotel, as seen in the film, was demolished in Nov 1996 and rebuilt. Angie Dickinson and Henry Silva, who portrayed "Beatrice Ocean" and "Roger Corneal" in the original film, made brief appearances in the 2001 Warner Bros. remake of Ocean’s Eleven, which was directed by Steven Soderbergh and starred George Clooney and Brad Pitt. Clooney and Pitt reprised their respective roles, as did most of the same creative team, in the 2004 sequel, titled Ocean’s Twelve.