By Laura Weinert

updated 11:31 a.m. ET June 12, 2007

Ocean (George Clooney) and Rusty Ryan (Brad Pitt) gaze at the Bellagio while reminiscing about classic casinos past — the Dunes, the Flamingo, the Sands.

"They built them a lot smaller back then," says Ocean.

"They seemed pretty big," observes Ryan.

"The town's changed."

Has it ever. As with the previous two films, Steven Soderbergh’s “Ocean's Thirteen” portrays a Las Vegas that has ditched the Disneyland vibe in favor of high-class, high-stakes establishments.

This time the heist goes down at The Bank Casino, an imaginary new monstrosity on the Strip shaped like a giant wind chime. And while most of the film was shot on the Warner Brothers lot in Los Angeles (Stage 16B was turned into a giant casino floor), there are still glimpses of the real Vegas: the airport slots, the strip, and of course, the executive office of the fictional owner of the Bellagio, Terry Benedict (Andy Garcia).

"For ‘Ocean's Thirteen,’ the largest majority of shooting took place in our executive offices," says Alan Feldman, Senior Vice President of Public Affairs at MGM Mirage (owners of the Bellagio). The office at the Bellagio certainly looks like a film set: tasteful off-white tones, vast plate glass windows looking on to lush gardens, and a Klimt hanging above the desk. But it's the real deal.

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"It was particularly thrilling for our executive secretaries who greatly enjoyed the comings and goings of so many well-known actors," says Feldman. "We're also especially proud of our own Diana Donaldson, who makes an Oscar-worthy cameo (in our humble opinion) as Terry Benedict's Executive Assistant."

Fans of the Ocean's films make inquiries about set locations at the Bellagio on a daily basis. Some of them come away slightly underwhelmed. "As Hollywood often takes great liberty with reality, our guests can be somewhat disappointed to learn that the count rooms [the secure casino rooms where the money is counted] are in fact rather plain and simple rooms without the blue lights and dramatic music," says Feldman.

MGM Mirage For Ocean’s 13, Soderbergh shot scenes in Mandalay Bay’s Mix Lounge, which substituted for the imaginary new casino The Bank. Located on the 64th floor of the hotel, Mix offers 360-degree views of the Strip. Those views also apply to the restrooms—the stalls have their own floor-to-ceiling windows.

Some 40 years after the original Rat Pack had audiences gazing at swank casinos thronged with suits and furs, the new “Ocean's” movies still manage to pay homage to old school Vegas in clever ways. David Holme's jazzy score, rife with congas and vibes, sounds straight out of the hip '50s. And Danny Ocean pays his respects to the Chairman of the Board when he tells a thoroughly bamboozled Willie Banks (Al Pacino), "You shook Sinatra's hand. You should know better, Willie."

A mere decade ago, the words "high culture" and Las Vegas would not have appeared in the same sentence. Now we don't think twice when we hear that Julia Roberts' character works as a curator in the Bellagio's art museum, studiously appraising Vermeers. Clearly, the new Vegas has much more on display that Liberace's old capes. And when we are told that Andy Garcia's character is fluent in Spanish, German, Italian and Japanese, we get the sense that he needs to be since Vegas now caters to an diverse international elite with formidable bank accounts and expensive tastes.

Warner Bros. The Ocean’s 13 crew preps to shoot the Bellagio at night. Several CGI shots seamlessly blended in the towering "Bank Casino" onto the Strip—right across the street from the Bellagio. In reality, Bally's is across the Strip from the Bellagio, which is situated between Caesar's Palace and the Jockey Club.

And along with bigger bank accounts comes cutting-edge security, which helps transform what was originally a clumsy caper movie into a series of high-tech heists. While the original film had Sammy Davis Jr. knocking over a power pylon with a garbage truck in order to short out the city's electricity, the new heroes must now outwit "The Greco" — a security system straight out of Star Trek — using a parade of gadgetry that's nearly as sexy as the film's cast.

And if the “Ocean's” films do take a few liberties in the wardrobe department, revising your average motley casino scene into a sea of tailored suits, it's clear that Soderbergh's portrayal of this new, more well-heeled Vegas is not just a mirage.

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