George Clooney is calling out the “Ocean’s Eleven” cast that could have been.

Clooney dished with director Steven Soderbergh during the 2023 TCM Classic Film Festival that the 2001 film was originally set to star Johnny Depp and Mark Wahlberg, who both turned down roles for other projects.

“Steven had just done ‘Erin Brockovich’ and ‘Traffic, ‘and he was nominated for directing both films. So, people really wanted to work with Steven,” Clooney said during the event, via .

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

Clooney continued, “They did. Some very famous people told us to fuck right off: Mark Wahlberg, Johnny Depp. There were others. They regret it now. I regret doing fucking ‘Batman.'”

Clooney credited Soderbergh for trying to infuse “Ocean’s Eleven” with 1970s cinematic sensibilities.

“It’s also important to understand where we were at the time,” he said. “The studios were making very big, broad, not very good films at that time. Steven had this idea of trying to infuse all of this independent film stuff that all of these young filmmakers were learning back into the studio system. It was going to get back to the things that they were doing from like 1964 to 1975.”

As reported by  at the time, Depp was  for the role of Linus Caldwell before Mark Wahlberg was later cast; Wahlberg  with the film to lead the “Planet of the Apes” remake instead. Matt Damon was then cast in the role.

Luke and Owen Wilson, Joel and Ethan Coen, Mike Myers, Bruce Willis, Ewan McGregor, Alan Arkin, and Ralph Fiennes were additionally in talks to star.

“Ocean’s Eleven” eventually had an ensemble cast including Clooney, Damon, Brad Pitt, Julia Roberts, Andy Garcia, Don Cheadle, and Elliott Gould. The trilogy of films  an “Ocean’s 8” spinoff and an ucoming  of the original 1960 “Ocean’s 11” starring Margot Robbie and Ryan Gosling.

Damon  about his own regret turning down James Cameron’s 2009 film “Avatar.” Damon infamously said no to 10 percent of the “Avatar” profits in exchange for leading the film. The salary would have been roughly $270 million as “Avatar” made box office history, grossing more than $2.9 billion. Cameron recently said that he would welcome Damon back in a franchise role “so that the world is in equilibrium again.”