Disclaimer: I don't own the challenge; that belongs to Lee. Buffy and Angel and respective characters belong to Joss Whedon, and Ocean's Eleven belongs to Warner Bros.

Feedback: Please do.

Challenge: Basically, redo the basic plot of Ocean's Eleven with Buffy and Angel characters. Angel should take the place of Danny Ocean, and Connor as Linus Caldwell. The other characters are up to you.

Other Requirements:
Keep the running gag of the Rusty character always eating/drinking something.

All characters should be at the jobs they were in the movie (Frank a dealer in a casino, Basher in the middle of another heist, Rusty teaching movie stars how to play poker, Danny/Angel in jail, Livingston working freelance for the FBI, etc.)

Moonjava: Thanks; it's the first time I've taken a challenge fic, so I'm glad to know it's going down well

Imzadi: Gwen will be here, but the others? Sorry; it ain't happening (Although Fred might crop up in a sequel…)

Leevee: Thanks for that; I was a bit worried about whether that reasoning would work

-J: Fair point about the Gunn thing; maybe I'll have him get in a slug at Parker at some point… Oh, and regarding the casting, I assure you I haven't forgotten Fred; I just didn't think she'd work for any of the parts we have here.

Flaire Delacour with Faith: Trust me, I'm working a few extra little twists that you definitely won't find in the movie…

Tariq: Hope I didn't keep you waiting

ka-mia2286: It'll be born in mind, but I don't want to diverge too far from the plot… Besides, what if I want to write a sequel?

Angel's Eleven

Wesley stepped out of his car, idly scratched the day-old stubble on his chin, and looked over at the man who'd called him down; Topher Grace, a young, up-and-coming actor.

"Hey, Wes," he said, smiling slightly at the other man. "Glad you could make it."

"You're welcome," Wesley said, as he walked into the club, Topher behind him. "Who's here tonight?"

"The regulars," Topher said casually. "Shane, Hollie, Danny, Amy… you know, the usual crowd."

Wesley smiled slightly at that. He'd never admit it to Topher, but he actually enjoyed the company of this group; Danny John-Jules had been involved in one of his favourite comedy shows back in Britain, Shane's role in LXG had won him a prominent place in Wesley's personal opinion, he rather enjoyed Charmed (Although he would have denied it under torture), and Amy…

Wesley sighed.

She always reminded him a little of Fred…

Turning into the room, he glanced around to make sure the others were all already sitting down before he started talking.

"All right then, we're going to play five card poker," he said, looking around at the five actors. "You all remember the rules, correct? Danny, you deal," he said, as he threw the pack of cards to the tall, dark-skinned male.

Danny dealt the cards and Ron, looking around at his neighbour's cards, sighed slightly; they still couldn't quite get the hang of shielding their cards from their opponent's sight...

"Get rid of that card," he said to Hollie. She threw the card he pointed to towards Danny, trying to look casual.

"Hit me," she said, trying to match her casual appearance with an equally laid-back tone.

"That's black-jack, Hollie, this is poker," Wesley said firmly.

She blushed slightly at that, but, to her credit, she didn't back down. As everyone traded in their cards, Wesley looked around at the other players critically, sighing as his eyes fell on Shane's cards.

"Shane, this is a five card game, why do you have six cards?" he asked.

"Hit me?" Amy called out inquiringly.

"I bet…" Topher said, thoughtfully, before tossing a few chips into the middle of the table, "…$1000." He glanced over at Wesley. "How's that, Wes?"

Wesley sighed. He needed a drink. Fast.

Sipping at his drink as he sat in the bar, Wesley found himself wondering how it had come to this. Where had it all gone wrong for him? One moment, he was a member of an often-used and well-admired law firm, with contacts all over the place and several solved cases under their belts, and the next…

Wesley sighed again.

And the next, here he was, teaching actors how to play cards, and apparently failing dismally despite all his best efforts.

"How's the game going?" the barman asked, looking over at Wesley.

"The longest hour of my life," Wesley replied, his chin slumped into his left hand as he sipped at the glass in his right.

"What?" the barman asked.

Wesley rolled his eyes. "I'm running away with your wife!" he said, deciding it couldn't hurt to see how loud things actually were.

The barman smiled. "Yeah, it's great, isn't it?" he said, as he turned around and began to serve another customer.

Wesley groaned again. It was official; he was bored.

Where did I go wrong… he mused to himself.

As Wesley returned to the room, Topher turned to look back at him in his seat. "Hey, Wes, we got another player, if that's alright," he said, indicating across the table.

Wesley looked up…

And his jaw almost dropped.

Angel? He thought, as he took in the sight of his former boss sitting in front of him. What's he doing here?

Angel just smiled up at his old friend, in a manner that almost looked like he was seeing Wesley for the first time. Wesley privately noted that; Angel must have a reason for not wanting their past relationship obvious; he'd have to be sure to stick with it.

"The bouncer mentioned there was a game in progress," Angel explained, shrugging casually. "I hope I'm not intruding."

"No intrusion at all," Topher began to assure him, before Wesley spoke up.

"What was his name, the bouncer's?" he said, looking inquiringly at Angel

Angel shrugged non-committedly. "I don't remember."

Wesley faked a slight smile, grateful for all his years undercover in the detective agency. "A card player with amnesia," he said casually. "This should be fun."

Wesley sat down and began to deal the next hand.

"So, what do you do for a living, Mr. Angelus?" Hollie asked, looking inquiringly over at Angel. "If you don't mind my asking, that is?"

"Please, call me Angel; everyone does," Angel said, smiling at her. "Anyway, why should I mind you asking?"

He looked over at Wesley. "Two cards, please," he said casually, before turning back to look at Hollie. "Actually, I just got out of prison."

"Really?" Danny said, exchanging a surprised glance among the other players.

"What'd you, uh, go to prison for?" Shane asked, looking over at Angel.

"I blew up a law firm," Angel said, as he casually studied his cards. "I made sure nobody was in the building at the time- only documents and machinery were damaged by the blast- but you know how it is."

"Oh," Amy said, before looking back at Angel. "You, uh, do that kind of thing regularly?"

"Not really," Angel said, smiling over at her. "I assure you I'm not an arsonist; I just figured it was the only way to stop them. They'd been responsible for funding several crimes in this city; I wanted them taken care of."

He turned back to the table and tossed a few chips onto the table. "I raise you five hundred dollars," he said simply.

A hush fell over the room; even the amateurs knew that Angel had thrown down the gauntlet. He and Wesley held each other's stares for a time, before Wesley smiled slightly.

"Everyone, think back to Day One: what's the first rule of poker?"

"Um, never bet on, uh, on a-" Danny began, before Tohper interrupted.

"'Leave emotion at the door'," he said, looking over at Wesley.

"That's right," Wesley said, indicating Angel. "My friend here just raised me out of pique."

He waited a beat, and then continued speaking. "Today's lesson; how to draw out a bluff. This early in the game, that much money, I'm thinking he's holding nothing better than a pair of face cards."

He glanced over at Shane. "Raise him."

"Okay…" Shane said thoughtfully, as he looked down at his cards. "Uh, your five hundred and..."

He glanced over at Wesley. "Another two?"

Wesley nodded, and Seth pushed in his chips.

Wesley glanced over at Tohper. "Tophe..." he said, promptingly.

Topher smiled and tossed in a few chips. "Seven to me. Plus three. What the hell?" he said, looking over at Wesley with a grin on his face.

"Indeed," Wesley said, nodding approvingly at his 'pupil'. "But be careful you don't push him too high too fast; you want to keep him on the leash. I call."

"What's that to me?" Danny asked, looking over at Wesley. "A thousand?"

Wesley shrugged casually. "All you have to do is call."

Angel, noticing Danny's hesitation, smiled casually. "What?" he asked "Your girlfriend holding your purse?"

That did it; Danny was in. The bet was now Angel's. He checks his hand, and Shane started to whisper over to Topher.

Angel smiled as he glanced over at Shane. "Contrary to what Mr. Wyndym-Pryce may say, Shane, I always check my cards before I make a bet. But be careful. I could tell from your face you're holding three of a kind or better."

Digging his wallet out, he pulled out a few notes and tossed them onto the pile. "Five hundred to call," he said, before pulling out another few notes. "And two grand more."

The others at the table hesitated, and Wesley took the opportunity to speak.

"Everyone, you're free to do what you like," Wesley said, looking around at the others. "After all, it's a lot of money. But I'm staying in. He's trying to buy his way out of his bluff."

Nobody looked too eager to call, but nobody wanted to leave a grand on the table, either. Finally, Amy paid up, and the others- not be outdone- did the same.

"We call," Wesley said simply.

Angel set down his hand; Four nines. A winner. The others, jaws dropped, threw in their cards.

For the first time that night, Wesley blanched. Angel had been away in prison for five years; how could he just do that so easily?

"Shit…" Wesley said under his breath, before looking around at the others. "Sorry, everyone. I- I was sure he was bluffing."

As Wesley's professional status rapidly plummeted in the estimation of all the others at the table around him, Angel raked in his pot.

"Thanks for the game, fellas," he said, smiling around briefly at them all as he walked out of the room.

Wesley looked around at the various actors, shrugged helpless, got up, and walked on out after him.

Sitting in his car, Angel looked casually over at his old friend as Wesley stepped into the passenger seat beside him.

Wesley sighed as he looked over at Angel. "You know, you could have come up with a less humiliating way to drop in," he said casually.

Angel shrugged. "I wanted to see how things were going for you hands-on," he explained, as he started to drive the car away.

"You got the beer I sent you?" Wesley asked casually.

"Why do you think I came to see you first?" Angel replied.

Then his face became more professional once again. "We've got some unfinished business."

Wesley almost felt his face fall. He couldn't believe it; barely out of jail for a day, and Angel was already planning another strike at their old adversaries…

Then again, he couldn't exactly say he hadn't wanted to get in a stab at them as well; he hated what they'd done to his new home when they'd been active all those years ago.

A few hours later, to the two men faced each other in a bar as Angel spoke.

"It's risky," he said, as he took a quick sip of his beer, leaving Wesley munching casually on a packet of nuts as he sipped at his own drink. "Nobody's ever done it before. But, if we pull it off, not only to we deal another blow at Wolfram & Hart, but we get some cash out of it."

"How much?" Wesley asked.

Angel smiled. "Eight figures each."

Wesley blinked, but quickly recovered.

He had to admit, this sounded interesting…

"What's the target?" he said.

Angel smiled. "You ever been to Vegas?" he asked.

Wesley paled. "You want to knock over a casino!" he whispered.

Angel raised three fingers.

Wesley swallowed.

Three casinos! he thought to himself.

Maybe he'd misjudged Angel's state of mind this time….