THE SCENE OF THE CRIME: PRODUCTION DESIGN
"Ocean's Thirteen" returns to the milieu gamblers know best: Las Vegas. "First of all, we wanted to return to the setting of 'Ocean's Eleven,'" Weintraub states. "Vegas has cachet; it's the entertainment capital of the world and a pretty incredible place."
While some exterior scenes were filmed on location in Las Vegas, the logistics of finding a new casino and then taking it over for the length of the production compelled the filmmakers to shoot the bulk of the film in the controlled environment of soundstages on the Warner Bros. lot.
Soderbergh attests, "To film everything on practical locations in Vegas would have taken twice as long and, in order to get the shots that I wanted, I needed to completely control the environment. When you added it all up, it made sense to build it."
The director's longtime collaborator, production designer Philip Messina, came onboard to orchestrate the transformation of a cavernous soundstage into a lavish Las Vegas hotel and casino. "I told Phil I wanted it to be beautiful but in a slightly mad way," says the director. "The whole idea is that Willy Bank has designed an entire casino to his own crazy specifications."
"I thought, 'This may be the only time I'll ever get to design and build something of this scale, so I'm going for it,'" Messina grins. The motif for The Bank hotel and casino was Messina's original concept. "The aesthetic of the hotel was a quasi-Asian theme. It had to be bold because Vegas is all about spectacle, and we needed to create that. I find Vegas to be visually overwhelming, but there is also a freedom of style in the city that is exciting from a design perspective."
The designer relates, "One of the first major rules we broke was having a multi-level gaming floor. Everyone said, 'They don't do that in Vegas,' and I said, 'That's exactly why I want to do it.' Most casinos are all about real estate, they go on for miles. We didn't have that opportunity, so I decided that going up vertically would multiply our footprint."
The multi-level casino set was constructed on Stage 16, one of the largest soundstages in Los Angeles. The sheer size of the soundstage made it perfect for the large set; however, much of its floor is taken up by a gigantic water tank, which presented a challenge to Messina and his team. "Because it was a hollow floor and because our set was so big and the weight on it was going to be huge, it had to be structurally engineered," Messina explains. "There were a lot of things we had to do to the stage before we even began to build."
One of the larger set pieces is the casino elevator, weighing in at 37,000 pounds with one car that worked on each level of the casino. Messina's crew had to dig down into the stage's foundation and put special footings in to hold it. It turned out to be one of the most complicated pieces on the set.
Lighting the casino was also a massive undertaking. All the lighting was built into the set, so that once the director, the cast and the extras were in the room, no additional lights were employed. Messina incorporated light fixtures into all of the gaming tables, which, he offers, "worked well, especially to cast light on people around the tables. We knew the fixtures hanging from the ceiling would create enough broad ambient light, so it was a matter of injecting specific areas of light so you didn't just have that big flat light."
Soderbergh and Messina also utilized several large and distinctive chandeliers in lighting the sets. Hanging over the craps tables is a 9,000-pound fixture made of handblown Austrian glass which arrived at the studio in ten packing crates. Each strand of glass was numbered and it took a five-person team an entire week to install it, hanging each strand individually. Supports had to be added to the stage roof to hold the weight. As decorative as the chandelier was, it served an even more practical function for the director as a key light.
Over the lobby area is a sculptured chandelier made by well-known conceptual artist Jacob Hashimoto, who came over from his studio in Italy to personally supervise the installation. The chandelier was made up of thousands of individual pieces that had to be placed one by one onto the set's ceiling.
One of the more spectacular lighting fixtures was in the Diamond Room, where Willy Bank's five diamond necklaces are stored. Called "The Cascade," the chandelier was borrowed from the Swarovski Crystal Company. It was twenty feet tall and two feet in diameter and each crystal had to be individually hooked onto the hardware holding it to the ceiling.
The lights hanging over the main casino floor were designed by Messina and his wife, Kristen Toscano Messina, the set decorator. Made of a fiberglass resin, they were carved and molded by the art department. Inside the fixtures are movie lights with gels and diffusion. "Essentially," Messina notes, "it was a way to mask film lights and, at the same time, have a sculptural element."
The casino set was furnished with a wide variety of slot machines, provided by Aristocrat Technologies, Inc.--all working, though no actual money was used--and 32 gaming tables, including roulette, craps, blackjack, pai gow and, of course, the newest game in town, 'Nuff Said. Each table was branded with The Bank emblem, as were the thousands of chips and even the dice. "The hardest part was to keep the extras and crew from gaming during down times," Messina winks. "I think there were more than a few side games going on during filming."
Weintraub states, "Phil created one of the most believable sets I've seen in my life. We brought people onto the casino set and they'd forget they were on a soundstage. He designed everything in such complete detail that we could have opened it for gambling…if only I could have figured out how to do it," he laughs.
Soderbergh agrees. "I don't think any of us will see a set like that for a long time…perhaps never. It's just one of those rare opportunities to do something extraordinary, and Phil was the perfect person to do it."
Location filming also took place in and around Southern California, most notably the high desert town of Rosamond, which became the location for the Mexican dice factory. In addition, the company traveled to Las Vegas for several key scenes. Terry Benedict's office was in the Bellagio Hotel's corporate offices, and the hotel's Fontana Bar doubled for the convention center where Frank Catton introduces the game 'Nuff Said. The filmmakers also took advantage of the fact that an addition to the Venetian hotel was under construction during filming, using the site for The Bank construction zone where Danny Ocean offers Bank a Billy Martin.
Another practical location was the Southwest Airlines gate area at Las Vegas' McCarran International Airport, where a scene was filmed with George Clooney, Brad Pitt and Matt Damon.

DRESS CODE
For costume designer Louise Frogley, creating the costumes for the large ensemble cast--added to the fact that most of them are playing established characters--was a new challenge. "These are really difficult projects for the costume designer. They have so many characters, each of which has to have a totally distinctive quality," allows Soderbergh, who had previously worked with Frogley on three films: "The Limey," "Traffic" and "The Good German."
In creating the costumes for the Ocean's crew, Frogley wanted to pay homage to the work of "Ocean's Eleven" costume designer Jeffrey Kurland, while changing things up to reflect today's fashions. For both George Clooney and Brad Pitt, clean lines and simple styles ruled the day. "With George Clooney, the simpler the better," she states. "He developed his look in the first film, and we thought it was brilliant and decided to follow that route. George is an actor who doesn't like too much fuss; apart from his tuxedo and one disguise, he's primarily in dark gray suits and white shirts."
Frogley relates, "Brad also wanted to keep it simple with just a bit of 'bling.' He felt his character had grown up, so it made sense that Rusty's clothing would be simpler, but it had to be colorful, in contrast to Danny."
The costume designer says she followed Terry Benedict's previously established style for his wardrobe. She affirms, "Andy Garcia had worn a cravat almost all the time in 'Ocean's 12.' I thought it suited his character, but this time, I decided to push it a bit and go for a 'Death in Venice' look."
Matt Damon's costumes probably convey the most character development. Frogley offers, "Jerry wanted Linus to be much more grown up. He's not a kid any more; he's about to pull his own con jobs and has become more important in the Ocean's organization, so we felt he should be dressing in more suits. Matt also wanted a completely different look for his Lenny Pepperidge persona, so we copied a Chairman Mao suit, and pushed it a bit."
Carl Reiner's Saul Bloom also had a distinct wardrobe for his alias, the faux hotel reviewer Kensington Chubb. "We made Kensington ersatz English--more like an American view of what an Englishman would wear. We used lots of Harris, Irish and Scottish tweeds. It was all very tweedy with moleskin trousers and tattersall shirts," Frogley illustrates.
"Don Cheadle wanted to be very American-looking this time out, but his mining outfit is this beautiful Yohji Yamamoto jacket that we bashed up a lot. Basher's wardrobe is very basic--except, of course, when he 'borrows' the costume of motorcycle daredevil Fender Roads," the designer smiles.
Apart from the main cast, the most time-consuming element for the designer was the wardrobe for The Bank employees. Frogley notes, "We were creating a casino that was supposed to be the newest and the hippest, so the employees had to have cool uniforms."
Soderbergh remarks, "The look of what everyone at The Bank wore--from the janitors to the people behind the desk--all needed to be perfectly integrated into what Phil was creating with the sets. I really thought Louise did an extraordinary job connecting all those elements."
In order to get the right mix, Frogley looked through books with Asian-inspired photographs and prints. "We took something serious and then twisted it a bit to make it cool and very colorful," she says. "I used a lot of fluorescent greens and oranges and pinks."
For The Bank's most prominent figures, Willy Bank and Abigail Sponder, Frogley worked closely with both Al Pacino and Ellen Barkin.
The choice was made that Ms. Sponder would not be dressed in stereotypical corporate power suits. Instead, the designer, actress and filmmakers all agreed that she would always wear dresses that showed off her figure, with the color of choice being shades of pink. The color was actually determined by the palette of The Bank, where the character works and spends the majority of her time. Frogley expounds, "The idea was for Abigail to have a signature color and it worked because I was already using it for uniforms in the hotel. It helped tie her in as being an employee, although not in a uniform."
For Pacino, Frogley says that she first made up a board of reference photographs to show the actor "where we were coming from and the look we were modeling his character's wardrobe after. His suits were from Battaglia. Bank would obviously have custom-made suits, but we wanted them to be a little on the loud side. We showed him a lot of different suits in different colors and he was thrilled with the direction we were going."

STEVEN SODERBERGH (Director) won an Academy Award for Best Director for his 2000 ensemble drama "Traffic." He had earned dual Best Director Oscar nominations that year, also receiving one for "Erin Brockovich," starring Julia Roberts in her Oscar-winning performance. Soderbergh had earlier gained an Academy Award nomination for Best Original Screenplay for "sex, lies, and videotape," which marked his feature film directorial debut. The film also won the Palme d'Or at the 1989 Cannes Film Festival.
"Ocean's Thirteen" is Soderbergh's seventeenth film, also including "The Good German," "Bubble," "Ocean's Twelve," "Solaris," "Full Frontal," "Ocean's Eleven," "The Limey," "Out of Sight," "Gray's Anatomy," "Schizopolis," "The Underneath," "King of the Hill" and "Kafka."
He also wrote, directed, photographed and edited "Equilibrium," starring Alan Arkin, Robert Downey, Jr. and Ele Keats, which was one of a trio of short eroticism-themed films released as "Eros." Michelangelo Antonioni and Wong Kar-wai directed the other two segments. The film had its premiere at the 2004 Venice Film Festival.
In addition, Soderbergh has produced or executive produced a wide range of features. His credits as a producer include John Maybury's "The Jacket," starring Adrien Brody and Keira Knightley; Lodge Kerrigan's "Keane," which played at the Telluride, Toronto and New York Film Festivals; Gregory Jacob's directorial debut, "Criminal," with John C. Reilly and Maggie Gyllenhaal; Anthony and Joseph Russo's "Welcome to Collinwood," starring William H. Macy; Gary Ross' "Pleasantville," with an ensemble cast led by Tobey Maguire; and Greg Mottola's "The Daytrippers."
BRIAN KOPPELMAN & DAVID LEVIEN (Screenwriters) began their screenwriting partnership with the 1998 poker drama "Rounders," directed by John Dahl and starring Matt Damon and Edward Norton. The film landed atop the box office in its opening weekend.
They subsequently co-wrote the script for the screen adaptation of the John Grisham bestseller "Runaway Jury," with John Cusack, Gene Hackman, Dustin Hoffman and Rachel Weisz.
In 2001, Koppelman and Levien made their feature film directorial debuts on the crime drama "Knockaround Guys," which they also wrote and produced. A story about life as the son of a gangster, the film featured an ensemble cast that included Barry Pepper, Vin Diesel, Seth Green, Dennis Hopper and John Malkovich. The following year, they produced Neil Burger's "Interview with the Assassin," which premiered at the 2002 Tribeca Film Festival and went on to garner three Independent Spirit Award nominations.
Koppelman and Levien most recently produced Neil Burger's romantic thriller "The Illusionist," starring Edward Norton, Paul Giamatti and Jessica Biel. For television, they created the critically praised television series "Tilt" for ESPN. They also wrote and directed the pilot episode, in addition to scripting a number of other episodes of the series.
The partners also have several projects in various stages of production and development. They are currently producing Neil Burger's upcoming drama "The Return," starring Rachel McAdams, Michael Pena and Tim Robbins. In addition, they have written the crime drama "The Untouchables: Capone Rising," which Brian De Palma is directing, and "The Winter of Frankie Machine," with Robert De Niro attached to star.
Levien is a graduate of the University of Michigan, where he published short stories in the undergraduate literary magazine. After earning his degree, he began writing screenplays and fiction. He has authored two novels: Wormwood, published in 1999; and Swagbelly, A Novel for Today's Gentleman, published in 2003. Levien has a new crime thriller, being published by Doubleday, coming out in early 2008.
Koppelman graduated from Tufts University and went on to build a career in the music industry while earning a law degree from Fordham University at night. When he is not making films, Koppelman works the New York clubs as a stand-up comedian.
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