'They regret it now.'

George Clooney had a few words in regards to fellow actors Johnny Depp and Mark Wahlberg, who apparently both rejected taking part in a major film he starred in.

The actor didn't skimp on his true feelings about the two stars turning down the role of Linus Caldwell in 2001's Ocean's Eleven after being approached for the gig, which ultimately went to Matt Damon.

"Some very famous people told us to f--k right off. Mark Wahlberg, Johnny Depp; there were others. They regret it now. I regret doing f---ing Batman," Clooney jokingly revealed at the 2023 TCM Classic Film Festival.

He continued, speaking on what drew him to working with the filmmaker connected to the project: "Steven [Soderbergh] had just done Erin Brockovich and Traffic, and he was nominated for directing both films… So, people really wanted to work with Steven."

But obviously, not everyone.

Although some walked away from the opportunity, a talented roster of A-listers were totally onboard for the movie, still making for a star-studded cast. In addition to Damon, the heist-action flick also features Brad Pitt, Andy Garcia, Julia Roberts and Don Cheadle, among others.

At the event, Clooney also gave additional insight behind why some may have made the decision they did at the time, noting, "It's also important to understand where we were at the time. 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," the 61-year-old said.

Despite several high-profile actors saying "no" to the job, the ones that said "yes" turned out to be all that mattered. The early 2000s hit went on to birth a successful franchise, prompting the filming of three more installments: Ocean’s Twelve, Ocean’s Thirteen and Ocean’s 8.