When you look at the current Ocean’s Eleven franchise, it isn’t that much different than the original Rat Pack caper in spirit. Both have a lot of big stars getting together to make a movie, have fun, goof off, and make a lot of money. But did you know the Ocean’s Eleven concept originated with a contributing writer for Rod Serling’s Twilight Zone?

George Clayton Johnson wrote the Twilight Zone episodes Nothing in the Dark, which starred Robert Redford as death, and Kick the Can. He also co-wrote Logan’s Run with William F. Nolan, among other short stories and TV episodes. Clayton co-wrote the original Ocean’s Eleven with Jack Golden Russell, a friend of his who also happened to be a solider of fortune. They wanted to craft a story about a robbery, and started talking about what would be worth robbing. Russell offered Las Vegas.

They wrote the script together, and it was offered to Peter Lawford (it was paid for with a check signed by his wife at the time, Pat Kennedy). Further down the road, Johnson and Russell were surprised to read in the trade papers that the movie ended up at Warner Brothers, with Jack Warner telling the press, “If nobody wants to make the movie we’ll just pull the job.”

The script had changed considerably from Johnson and Russell’s original concept because, like many Hollywood films, it went through a number of writers (Billy Wilder did some work on the script, and Frank Sinatra reportedly gave him a Picasso as payment). Originally Ocean’s Eleven was going to be a hard boiled story about a group of ex-G.I.’s who pull off with the robbery using military strategy (Johnson initially envisioned Broderick Crawford, the tough cop from Highway Patrol, playing the leader of the gang).

In the original script, once the robbery is pulled off, the Oceans Eleven team march out into the desert, carrying the cash in backpacks. With the cash weighing about eighty-five pounds in the backpacks, it’s a grueling trek. Then the story became more like The Treasure of Sierra Madre, where greed and paranoia take over. “Everybody’s nerves get frayed and everybody’s weaknesses start to become exposed,” says Johnson.

Of course, once the Rat Pack got involved, the story became more suited to their style. “Ocean’s Eleven has a hands in pockets ease about it,” Johnson continues. “It’s packed with stars, and it touched upon the idea that there was this sixties glamour, and it was all focused in Las Vegas. Then Circus Circus moved in, and so did the kids and the young adults. Then it started to lose that sense that everybody went to Vegas in a tuxedo. Las Vegas is no longer that place, and people look back at it nostalgically. I thought Ocean’s Eleven was a culmination of that whole era.”