Ocean’s 13 raked in $37.1 million over the weekend. As the only female in the cast, Ellen Barkin, 53, had a blast making and promoting the film, and she has graced the screen and the red carpets looking dynamite.

The actress said she wasn’t concerned with what she looked like when she arrived to the hunk filled set (George Clooney, Brad Pitt, Matt Damon, Andy Garcia) during filming because she was “the only game in town.”

She carried this nonchalance into an interview with Extra! Barkin discussed her facial features noting, “I’m a little old now, and my eyes are too squinty and my nose isn’t straight…” When asked whether she would consider plastic surgery she replied, “It makes me a little nervous to look like someone that doesn’t look like me.”

Ellen has a killer body and a commanding presence, and her beauty secrets seem simple enough. “I take care of myself, and I take care of my skin and I take care of my hair, and I exercise and I eat right, and I sleep an enormous amount.” “Enormous” equates to nine or ten hours nightly. Talk about beauty rest that actually works!

Check out Ellen’s stunning photos in Blackbook Magazine. One is shown here at the right.

**UPDATE: Ellen reveals in the July 2007 issue of "O" Magazine that she gets Thermage treatments, even though they are "painful," and that Fraxel has made a "huge difference" in her skin. She also uses fillers "here and there."