The Ocean's Eleven franchise is one of the biggest franchises out there, and George Clooney has called out two actors who regret turning down the role that eventually went to Matt Damon.

Speaking at a panel at the 2023 TCM Film Festival, Clooney and director Steven Soderbergh talked about the casting process of Ocean Eleven's A-list ensemble. Clooney discussed where Soderbergh was in his career at that point, “Steven had just done Erin Brockovich and Traffic, and he was nominated for directing both films. So, people really wanted to work with Steven.”

“That said, some people did say no to us,” Soderbergh countered.

Who were some of those people? Well, Clooney name-dropped both Mark Wahlberg and Johnny Depp as two who turned down the project. “Some very famous people told us to f**k right off. Mark Wahlberg, Johnny Depp. There were others,” he added, but “They [Wahlberg and Depp] regret it now,” he said. He did, however, add in the fact that he regrets Batman & Robin, which is a fair trade-off.

But some were easier than others. Julia Roberts — who Clooney would later team up with again on Ticket to Paradise — was sent a script and a note from Clooney saying, “I hear you get $20 [million] a picture now. And we sent her a $20 bill…. It made her laugh, and yes, she jumped right on board.”

Ocean's Eleven was a remake of the 1960 film Ocean's 11. It continued on with two sequels with Soderbergh at the helm with most of if not all of the ensemble returning for both sequels. The ensemble consisted of George Clooney, Matt Damon, Andy Garcia, Brad Pitt, Julia Roberts, Casey Affleck, Scott Caan, Elliott Gould, Bernie Mac, Qin Shaobo, and Carl Reiner. In 2018, a female-led spin-off was made with Sandra Bullock, Cate Blanchett, Anne Hathaway, Mindy Kaling, Sarah Paulson, Awkwafina, Rihanna, and Helena Bonham Carter (long live the U2-like poster). Every installment has grossed over $297 million worldwide with the first film taking the cake with $450.7 million worldwide.

We'll never know whether or not Wahlberg and Depp actually regret skipping out on Ocean's Eleven. The franchise was a success, but Depp has led his own franchises and Wahlberg gets jobs left, right, and center to this day. Either way, it was a fun jab at the two and it's fun to imagine what could have been had they joined the cast.