Centered around a series of Las Vegas casino robberies, the film's other stars included Angie Dickinson, Cesar Romero, Richard Conte, Akim Tamiroff, Henry Silva, Ilka Chase, Norman Fell, Harry Wilson, and Buddy Lester, as well as cameo appearances by Shirley MacLaine, Red Skelton, and George Raft.
The gang plans the elaborate New Year's Eve heist with the precision of a military operation. Josh (Davis) takes a job driving a garbage truck while others work to scope out the various casinos. Demolition charges are planted on an electrical transmission tower and the backup electrical systems are covertly rewired in each casino.
At exactly midnight, while everyone in every Vegas casino is singing "Auld Lang Syne" the tower is blown up, Vegas goes dark. The backup electrical systems open the cashier cages instead of powering the emergency lights. The inside men sneak into the cashier cages and collect the money. They dump the bags of loot into hotel garbage bins, go back inside and mingle with the crowds. As soon as the lights come back on, the thieves stroll out of the casinos. A garbage truck driven by Josh picks up the bags and passes through the police blockade. It appears to have gone off without a hitch.
Anthony "Tony" Bergdorf (Conte), however, has a heart attack in the middle of the Las Vegas Strip and dies. Reformed gangster Duke Santos (Romero) offers to recover the casino bosses' money for a price. He learns of Danny Ocean and his connection to his fiancée's son, Jimmy Foster (Lawford), both of whom he knows to be in Vegas at the moment. Santos pieces together the puzzle by the time Bergdorf's body arrives at the mortician.
Santos confronts the thieves, demanding half of their take. In desperation, they hide the money in Bergdorf's coffin, setting aside $10,000 for the widow. The group plans to take back the rest of the money, and make no payoff to Santos, after the coffin is shipped to San Francisco. Alas, this plan backfires when the funeral home talks the widow (Jean Willes) into having the funeral in Las Vegas. The home cremeates the body, along with the hidden money. In the final scene of the film, the crooks walk down the Strip, defeated and empty-handed. Their plan failed.
Shot during the day and the wee hours of the morning on and around the Las Vegas strip, Frank Sinatra not only filmed his scenes in "Ocean's" but also a cameo appearance in the film Pepe along with performing on stage during the evenings at The Sands hotel. Dean Martin, Sammy Davis, Jr., Peter Lawford and Joey Bishop joined him at the Sands on stage during filming. During the crime film's iconic closing shot, the Sands marquee can be seen in the background featuring the performers' names.