Grammar · Phrasal Verbs
Three-Word Phrasal Verbs (Put Up With)
Three words, one meaning, and the object always at the end. Learn them with Danny Ocean and his crew in Ocean’s Eleven.
Grammar › Phrasal Verbs › Three-Word Phrasal Verbs
The rule in one sentenceA three-word phrasal verb such as put up with works as one fixed unit, so it never splits: the object always comes after all three words.
About the film
Ocean’s Eleven (2001) opens as Danny Ocean walks out of a New Jersey prison, and it soon becomes clear he has come up with a daring plan. He wants to rob a Las Vegas vault that belongs to Terry Benedict, the powerful casino owner who is now going out with Tess, Danny’s ex-wife. To make it work, Danny teams up with his old friend Rusty Ryan, and the two of them start recruiting a crew of eleven specialists.
What does it do?
Some phrasal verbs are built from three parts: a verb, a small adverb such as up, out or away, and a preposition such as with, of or to. Together they create a single meaning that you usually cannot work out from the separate pieces.
Put up with means tolerate, run out of means have none left, and come up with means think of or invent. The good news is that the grammar is simpler than it looks. The three words always stay side by side, and the object follows them, whether it is a long noun phrase or a tiny word like it.
Look at where the object sits in each tile. It never appears between the verb and the little words; it waits patiently until all three have been said. Try to push it into the middle and the sentence falls apart.
Rusty picks up the phone. / Rusty picks it up. Rusty puts up with the noise. / Rusty puts up with it.
Two-word verbs like pick up can let the object move into the middle. Three-word verbs never allow that: the object always waits until the end.
Visual guide
Teacher Teddy’s illustrated guide to this rule is being drawn — the full swipe-through infographic will appear here soon.
How to make it
verb + adverb + preposition — one fixed unit
Danny comes up with a plan to empty Benedict’s vault.
At first, Reuben doesn’t want to go along with the idea.
Put don’t or doesn’t before the verb, exactly as usual.What did Danny come up with while he was in prison?
In a question the preposition simply stays at the end.the object — always after all three words
Linus looks up to him.
A short pronoun still goes at the very end.Benedict won’t put up with any cheating in his casinos.
Adding not changes nothing: the object still comes last.Can the crew really get away with it?
Short question, same order: verb, adverb, preposition, object.When to use each one
Three-word verbs — natural, everyday English
The object — noun, pronoun or -ing form
Words that help: the ones you will meet most
Learn these as complete units, each with its meaning. Many of them also have a formal one-word twin that you can use in essays.
Everyday three-word verbs
Their formal twins
Common mistakes
❌ Rusty puts it up with because Danny is his oldest friend.
✅ Rusty puts up with it because Danny is his oldest friend.
Even a short pronoun goes after all three words, never in the middle.
❌ I’m looking forward to see Ocean’s Eleven again.
✅ I’m looking forward to seeing Ocean’s Eleven again.
The to here is a preposition, not part of an infinitive, so the next verb takes -ing.
❌ Danny came up a plan while he was in prison.
✅ Danny came up with a plan while he was in prison.
Without with, the verb cannot take its object. All three words must be there.
❌ We ran out from popcorn halfway through the film.
✅ We ran out of popcorn halfway through the film.
The preposition is fixed by the verb, not by logic: it is always run out of.
One more thing
This part reaches the top of the level, so come back to it once the basic pattern feels natural.
A small family of verbs keeps a built-in slot for the object. With let someone in on, put someone up to and take something out on, the person goes in the middle and the rest of the verb follows. These are genuine exceptions, so learn them as fixed patterns. In the passive, ordinary three-word verbs still stay together, leaving the preposition at the end.
✅ Danny has to let each new recruit in on the plan.
✅ Cheating is simply not put up with in Benedict’s casinos.
Practice: choose the right form
Eight questions about Danny’s crew. Choose the answer a fluent speaker would use, then read the explanation.
1. Danny ___ a plan to rob Benedict’s vault.
The verb needs all three words in this order: come up with.
2. Reuben warns them that nobody can ___.
Three-word verbs never split, so the pronoun goes at the end.
3. Linus really looks ___ Danny and Rusty.
The admiring verb is look up to, always in that order.
4. The plan is risky, but Rusty goes ___ it.
Verb + adverb + preposition: go along with.
5. I’m looking forward to ___ Ocean’s Eleven this weekend.
The to in look forward to is a preposition, so use -ing.
6. We ran ___ snacks before the film ended.
The fixed preposition is of: run out of.
7. Benedict won’t ___ cheating in his casinos.
Verb, then adverb, then preposition: put up with.
8. Saul has dropped ___ the con business, but the crew needs him.
The complete verb is drop out of.
Your turn
Choose one ending. Then listen to your sentence.
Every sentence here is correct and natural. Notice that the object always comes after all three words. Pick the endings that are true for you and say them out loud.
Keep going
More lessons
Practise listening at your level
Hear this grammar used for real — Advanced English listening practice. Full movie reviews in slow, clear English, levelled for Advanced learners. One new episode every week, free, with a transcript. AdvancedFree playlistWatch on YouTube