A NEW PLAN
When Steven Soderbergh's star-studded remake of the classic Rat Pack film Ocean's Eleven was released in December 2001, its worldwide success exceeded even the great expectations of renowned producer Jerry Weintraub.
"I always had high hopes for Ocean's Eleven, because we had a fantastic cast, a brilliant director, a great script and a wonderful story," recalls Weintraub, who has more than a little experience crafting hit films, having produced the wildly popular Karate Kid series, as well as the seminal motion pictures Nashville, Diner and Oh, God! "I think one of the reasons people go to the movies is to escape. They buy a box of popcorn, a Coca-Cola, sit down to watch the show and have a good time. It quickly became clear that audiences were having a good time watching Ocean's Eleven."
According to Weintraub, it was at a press conference during the promotional tour for Ocean's Eleven in Rome that the question of doing a sequel was first posed to the cast and filmmakers. Though no one expected that an ensemble of this magnitude could be wrangled for another Ocean's film, as fate would have it, later that evening over dinner Soderbergh revealed that he had the beginning of an idea for a story set in the Eternal City.
"I wasn't thinking in terms of making another Ocean's film until we went to Rome to promote Ocean's Eleven and I fell in love with the city," Soderbergh confirms. "I began thinking about what the story and structure might be, and the idea of setting it in Europe began to take hold."
"This was the first time that Steven had been in Rome, and I could see the twinkle in his eye," recalls Andy Garcia. "He was inspired by the city and started talking about a sequel and writing while we were still there."
After returning to Los Angeles, Weintraub found further inspiration for the sequel in George Nofli's screenplay Honor Among Thieves, an adventure about the greatest thief in America being beset upon by the greatest thief in Europe. "The script had within it a terrific idea for Ocean's Twelve, so I sent it to George, Brad and Steven and asked them to read it," Weintraub says. "We all loved it. The story centered around two main characters, so the biggest challenge was adapting it to fit our ensemble."
"The tone of George Nolfi's script was very similar to the tone of Ocean's Eleven," Soderbergh says. "I had the basic idea for Ocean's Twelve that Benedict managed to track all of them down and they had to go to Europe and pull off a series of heists in order to pay him back. And unlike the first film, where you're having fun watching them be successful and get a lot of things right, I thought it would be more fun if Twelve was the movie in which everything goes wrong from the get-go.
"We decided to fuse George's script with some of the ideas that I had, and it turned out to be a really terrific fit. The challenge was less turning Honor Among Thieves into Ocean's Twelve than the fact that George and I had an enormous number of ideas that we were initially trying to jam into the script and had to edit out."
"I think it's fair to say we probably could have written five scripts from the number of ideas that we developed," says Ocean's Twelve screenwriter George Nolfi. "My writing process was fairly quick because I had such an extensive outline when I began. There was more material in the outline than we could ultimately keep in the script. We just had to hone it down - like chiseling away on a piece of marble."
"We had to make sure that we had a screenplay that worked without catering to particular actors," says George Clooney, Soderbergh's partner in Section Eight, the production company that co-produced the Ocean's films with Weintraub's Jerry Weintraub Productions. "The great thing about our cast is that there are no egos about who has better lines or more lines. And that's one thing that Steven has always talked about, the fantastic generosity of spirit this ensemble cast has. No one ever tries to take over the scene."

TWELVE IS THE NEW ELEVEN
If bringing together an ensemble of the world's biggest movie stars to film Ocean's Eleven seemed as daring and difficult as Danny Ocean's plan to steal $160 million from a Las Vegas casino vault, then reuniting the cast for a sequel - and adding another handful of high-profile actors to the mix - appeared to be nearly impossible. That is, to everyone but Jerry Weintraub.
"Nobody thought we would be able to get this film together," recalls Weintraub, "because logistically it's very challenging to coordinate a cast of this size and caliber into one 77-day shooting schedule. What made it easier is that they all wanted to come back."
"This is truly a group of people who continually try and work together as much as possible," George Clooney elaborates. "We all have the same philosophy about what we do for a living, which is if we're not enjoying what we do, we're idiots because we're all extremely lucky.
"Still, it was an incredible thing to try and schedule this many working actors, and somehow Jerry was able to manage it," Clooney continues. "It doesn't hurt that we all really love him and enjoy his company. Quite honestly, he gets us to show up places simply because he asks us to. He's a master showman and knows exactly what is smart to do and what isn't smart to do. On top of it, he's enormous fun."
"I once described Jerry as the Pope of Las Vegas," Brad Pitt says. "I think he's expanded his domain since then."
Bernie Mac concurs. "I have nothing but respect for Jerry. He deals with only the best, and he's always got your back."
"For any director, working with Jerry is a dream," Steven Soderbergh reports. "His story sense, his casting sense and his instincts are very, very good. It would have been impossible to make these two films without him. Jerry's contacts enabled us to exert an amount of control over the locations in Europe that is very difficult to get, and this is in addition to his ability to keep tabs on everything and keep everybody happy.
"As I said to somebody who asked me to describe Jerry, 'Well, nobody has ever had to think about whether or not they have met him. Nobody has ever posed the question, Have you met Jerry Weintraub? and gotten the answer I'm not sure. He's just one of those people.' He is really fun to have around, and he is the best producer I have ever seen."
Like their admiration for producer extraordinaire Weintraub, the enthusiasm shared by the cast and crew for working with director Soderbergh cannot be overstated. "Steven is a complete original," Matt Damon marvels. "His work ethic is unlike any I've ever seen."
"For Steven, every day is shooting and editing and working and figuring things out," says Clooney, whose role in Ocean's Twelve marks his fourth film with Soderbergh. "To us, at the end of each day it was 'Well, we wrapped. Let's go get a glass of wine.'"
"Momentum is a huge element to my creativity, so I love the efficiency of Steven's sets," says Julia Roberts. "This is my fourth film with him and there are never days that just drag along, where you get tired and your enthusiasm wanes. Steven is very precise and good at keeping things moving, keeping everyone excited, and he makes you want to achieve your goals with him watching. Part of his efficiency comes from people being happy to serve the work. We're all on the team together."
When Roberts discovered shortly prior to production that she was pregnant with twins, Soderbergh and screenwriter George Nolfi reworked the script to cleverly incorporate this new development into the story. "Steven changed things around so that it became even more fun for me," the actress says.
In addition to Soderbergh's considerable talent and passion for filmmaking, he brings to his projects the unique ability to serve a film in multiple capacities, from developing the script to operating the camera.
"Steven is an extraordinary director, writer, director of photography and editor," Weintraub says, "which means when he arrives on the set in the morning, he doesn't have to have long discussions with five different people. He just comes in and gets the work done. He is totally focused, totally prepared and not afraid to try something new. Every day he surprises me."
"By taking on so many roles, it gives Steven a unique perspective and makes the process go a lot faster," notes Don Cheadle, who is making his fourth film with the director and his fourth with Clooney. "He's always bringing something new into the mix and challenging himself and us."
"There are many cinematographers who are more gifted and skilled than I am, but for me, the idea of being my own cinematographer is just a way to get what I have in my head in the most efficient way possible," Soderbergh explains. "I don't really see lighting and operating as being divorced from directing. The ability to look through the lens and really see what we're getting is a great benefit for me, and it's exciting."
For Andy Garcia, part of the appeal of working with Soderbergh is his balance of meticulous preparation and willingness to improvise. "Like a great athlete, Steven can be spontaneous and throw out the game plan and allow something fresh to happen," the actor says. "He knows that those moments of spontaneity are the jewels in a movie."
In addition to the returning cast, Ocean's Twelve welcomes two new additions to the ensemble. Joining Julia Roberts in the female ranks is Catherine Zeta-Jones, costar of Soderbergh's Oscar winning drama Traffic and the winner of an Academy Award for her performance in Chicago.
"I have the two most beautiful women in the world in the same picture," Weintraub enthuses. "Julia is a truly gifted actress and she's extremely funny in this film. And Catherine, who I spent some time with at the Venice Film Festival last year, is a magnificent actress as well. When Steven and I were discussing who should play Isabel, she was our first and only choice."
"Jerry makes you feel like you've got someone looking out for you," says Catherine Zeta-Jones. "Not many other people could have pulled off this production as graciously and flawlessly as Jerry did. He's a wonderful diplomat, and each country we traveled to was happy to have us.
"After making Traffic with Steven, I always wanted to relive my experience working with him on a different movie because it was such an amazing time for me," she continues. "His process, whether he's shooting a drama like Traffic or a movie like Ocean's Twelve, is to create a space in which everyone is part of the process. Everyone comes in with great energy. It's a wonderful environment in which to work."
According to Soderbergh, "Isabel was a crucial piece of casting because the sequel centers in part around a character who doesn't appear in the first film, so we had to have somebody who could really hold the screen. I knew that the role played to everything Catherine does well. She's a great bad ass.
"I had a blast with Catherine on this film," the director continues, "especially being able to use her in a way that accentuates her glamour and beauty, because in Traffic she was six months pregnant, and I admired her bravery in putting herself out there. It's really fun to watch her in Ocean's Twelve as she puts the guys in hot water, because Isabel is so smart and sexy and so good at her job."
For the role of Francois Toulour, a wealthy European playboy who moonlights as an elusive master thief known as The Night Fox, Soderbergh turned to internationally acclaimed French actor Vincent Cassel, star of such films as La Haine (Hate), Elizabeth and Shrek. The director asked Cassel if he would be interested in joining the cast of Ocean's Twelve when they ran into each other at the 2003 Cannes Film Festival; Cassel said yes without having read a script.
"If a director like Steven asks you to wait for him, you know you can trust him," Cassel says. "From the very first day, the cast really welcomed and invited me into the group. They really knew how to enjoy being on set together and have fun!"
"Vincent Cassel is somebody whose work I have watched for some time, and I've always thought he was really compelling," says Soderbergh. "As soon as we started working on the script, I told everybody that this was the guy I wanted for Toulour. I had a sense that he would fit right in with this group, that he would find it really easy to play with us. And he did. Everybody took to him instantly. He is very funny, very smart, and he immediately became part of the game, and that was gratifying."
Rounding out the Ocean's Twelve cast are celebrated British actors Robbie Coltrane, who appears in a scene in Amsterdam, and comedian-actor Eddie Izzard, who joined the cast as an eccentric inventor for scenes filmed in Rome; as well as Soderbergh alumni Cherry Jones, who appeared with Julia Roberts in Erin Brockovich, and Jeroen Krabbe, who starred in King of the Hill and Kafka.
"Whenever anyone asks me about working with this cast," Carl Reiner says, "I simply say they're otters. When the camera isn't rolling, they're either singing, dancing, sparring or reminiscing. They have so much fun it's almost sickening."
"It's hard to fake the kind of ease and camaraderie that these characters have with each other," Soderbergh notes, "and the good news is, this cast doesn't have to fake it."

THE PLAYERS
Ocean's Twelve finds Danny Ocean and company at a different place in their lives and "careers," but it quickly becomes apparent that while you can take the thieves out of the game, you can't take the game out of the thieves.
"Even though everyone in the crew is trying to lead a somewhat legitimate life, the truth is, the characters are happiest when they're planning and pulling off a heist," George Clooney suggests. "They need that adrenaline rush and it's something they've missed during the past three years."
"I think the character stuff in Ocean's Twelve is even more interesting than in the first film because the cast know their characters so well and were able to push them even further," Steven Soderbergh says. "Part of the fun of this film is seeing what each of the characters has done with their money. It's also fun watching them find out who busted them with Benedict, and figuring what to do about it."
Following is a who's-who primer of the characters who inhabit the world of Ocean's Twelve:
DANNY OCEAN
Pulling off the impossibly daring and complex heist of Terry Benedict's impenetrable Las Vegas casino vault propelled charismatic ringleader Danny Ocean from divorced parolee to the most infamous mastermind in the criminal underworld. After splitting the $160 million score with his crew, Danny remarried his ex-wife Tess and settled into a quiet "legit" life with her in Connecticut.
"Danny is happily shopping for a second third anniversary present for Tess when she calls him with disturbing news," Clooney reveals. "Everyone in the crew has tried to start a legitimate life, but they've been spending their money like crazy. And then a part of our history comes back to haunt us."   (Continued ……)
RUSTY RYAN
Rusty Ryan's con career was flatlining when Danny Ocean recruited him to serve as his confidante and detail man on the Benedict job. In the wake of their incredible success, Rusty has refashioned himself as a trendy Hollywood hotelier. But his future holds more than another major heist - he may actually have a shot at real romance.
"In the first film, Rusty's sexuality was ambiguous at best," Brad Pitt says facetiously, "and we wanted to clarify it in the sequel. So he gets a female love interest."
LINUS CALDWELL
Talented newcomer Linus Caldwell earned his stripes on the Vegas heist, but the master pickpocket's ambition threatens to undermine his considerable expertise. "Linus very much aspires to be running a crew like Danny and Rusty, but he's not quite ready yet," says Matt Damon. "He's been spending his money on 'talent development' in Chicago, trying to emulate Danny and run his own crew."
ISABEL LAHIRI
Polished, accomplished and an expert at solving sophisticated thefts of priceless merchandise, Europol agent Isabel Lahiri is herself the daughter of a deceased thief. "Isabel is a very good detective, very focused on her job and being the best she can be," says Catherine Zeta-Jones. "She has studied the Vegas heist, and she has a personal connection to the Ocean's gang, which accelerates her desire to solve this case."
TERRY BENEDICT
Ruthless entrepreneur Terry Benedict would love nothing more than exacting revenge on the brash crew who robbed $160 million from his casinos - especially their ringleader, Danny Ocean, who stole Benedict's girlfriend in the process. "There were really only two ways my character could be involved in the sequel - either Benedict had to join them or kill them," Andy Garcia says. "I think in his heart he would prefer the latter.
"I enjoy playing the heavy," he continues, "because it means I don't have the responsibility of being the protagonist overcoming obstacles. In this story, I am the obstacle. It's a different kind of responsibility - and with it comes much more freedom."
BASHER TARR
After rewiring half of Las Vegas to pull off the Benedict job, Cockney explosives expert Eugene "Basher" Tarr has been using his share of the loot to pursue a dream. "Basher has always wanted to break into the music business," Don Cheadle says. "He has aspirations to be a recording artist, but he's frustrated because he doesn't understand why the four-letter words sprinkled through his songs can't be played on the radio."
FRANK CATTON
"You can't rob a guy like Benedict and expect it to just be over," says Bernie Mac, who plays Frank Catton, the safecracker with a penchant for manicured nails. "We disrespected him, and you can't mess with a cat like that. Somebody has to pay the price."
Though Catton is reunited with the Ocean's gang under less than ideal circumstances, they pick up right where they left off. "The best thing about this gang is how close they are to one another," Mac believes. "One of the highlights is the camaraderie they all have, even after not seeing one another for three years while they were trying to keep a low profile."
TESS OCEAN
Bellagio Art Gallery curator Tess Ocean was none too pleased when she crossed paths with her lying, thieving ex-husband in Las Vegas three years ago...but their chemistry was as undeniable as the audacity of Danny's plan to rob her then-boyfriend, casino kingpin Terry Benedict. Now re-married to Danny, Tess is enjoying a low-profile life as a Connecticut homemaker.
"One of the things that appealed to me about this script," Julia Roberts relates, "is that my character and my environment are completely different. In Ocean's Eleven, Tess was Danny's adversary. I worked with George and Brad but I didn't have scenes with all the boys, so it's been nice to be more in the mix this time."
TURK & VIRGIL MALLOY
The Malloy twins, the ever-bickering car and transportation experts, have resolved none of their competitive brotherly issues in the three years that have passed since the Benedict heist. "Virgil was really responsible and saved most of his money from the Vegas haul," says Casey Affleck. "He's gotten engaged to a young woman, settled down and thought he'd never return to crime again."
Meanwhile, Turk has spent most of his fortune on cars, machinery and inventions. "In the first film, Casey and I were sort of the comic relief," Scott Caan observes. "In Ocean's Twelve, everybody's funny."
FRANCOIS TOULOUR - "THE NIGHT FOX"
Acclaimed French actor Vincent Cassel plays Francios Toulour, a wealthy European playboy who moonlights as a master thief known for his signature at the scene of the crime: a small black fox figurine. Born into a world of wealth and privilege, Toulour doesn't steal for the money - it's the rush of pulling off an impossible crime that thrills him.
"Toulour is very arrogant, stylish, spoiled, incredibly charming and highly skilled," Cassel describes. "He is also extremely focused and when he wants something, he goes for it. A loner, Toulour can do any job by himself, and if he doesn't know how to do it, he'll train himself until he can."
LIVINGSTON DELL
Surveillance, computer and electronics specialist Livingston Dell, the most frugal member of the Ocean's team, has been living with his parents and honing his stand-up comedy act. "What I like about this story is that the characters are explored in more depth than the first film," says Eddie Jemison, who first worked with Steven Soderbergh on the director's early feature Schizopolis. "As a group, the characters seem to be like an old married couple. They all love each other, but they just can't seem to be in the same room together."
SAUL BLOOM
Saul Bloom came out of retirement to join Danny Ocean's crew, transforming himself into Lyman Zerga, the wealthy businessman of indeterminate origin whose insistence on placing his briefcase in Terry Benedict's vault facilitated the incredible heist. Enjoying his second retirement, Saul has once again remade himself, this time as a member of a waspy men's club in the Hamptons.
As Carl Reiner sees it, "Saul has never had a good life. He was a petty scammer. Then, when he got his share of the money from the Benedict job, he found a woman in the lingerie department that he likes, and decided to live with her. So when Benedict comes knocking, Saul figures he's not gonna go out and scam again at his age. He wants the last check he writes to bounce."
REUBEN TISHKOFF
Reuben Tishkoff got his revenge on Terry Benedict for squeezing him out of the Vegas real estate market by financing Danny Ocean's sophisticated plan for robbing Benedict of $160 million. He has the distinction of being the only member of the gang who has more money now than his original share of the take.
"Being a businessman, Tishkoff saw the signs and made a good run on the stock market," Elliott Gould says. "When we meet him again, he's still into polka dots and stripes. He's also into mind-readers and mysticism, on his own glitzy eccentric level."
YEN
Grease man Yen, who folded himself into a cash cart to infiltrate Terry Benedict's impenetrable vault, has been enjoying life in the fast line, partying at his sprawling mansion with models and adopting a decidedly more hip fashion style. "I had a lot of fun on the first film even though I really didn't know who any of the stars were," says Chinese acrobat Shaobo Qin, who made his motion picture debut in Ocean's Eleven. "Once the film was finished, I returned to work with The Peking Acrobats, and have continued to perform with them all over the world."

READ MORE ABOUT OCEANS 13

RETURN TO HOME PAGE