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."

FILMING OCEAN'S 12
Ocean's Eleven was shot on location in Atlantic City, New Jersey, St. Petersburg, Florida, and in and around Las Vegas' Bellagio Hotel. With Ocean's Twelve, producer Jerry Weintraub and director Steven Soderbergh upped the ante, taking the entire production on the road for ten weeks of filming in Chicago, Amsterdam, Paris, Monte Carlo, Lake Como, Rome and Castellamare del Golfo in Sicily
"It's a hell of a lot more fun to film in Rome, Paris, Lake Como and Monte Carlo than sitting on a soundstage in Hollywood," Weintraub declares. "You can build sets, but you're not going to build Rome's Pantheon or canals like they have in Amsterdam. It's these wonderful and beautiful locations that give the film a different flavor. Every city we went to, people were wonderful to us and extremely accommodating. We were able to film scenes inside the casino in Monte Carlo, which has not been in many films. It is really extraordinary and looks so much different than Las Vegas."
"I would like to say that I had the time of my life on this film, but I can't," Brad Pitt says, tongue planted firmly in cheek. "Crappy locations. Rotten food - especially in Italy. And horrible company. It was really frustrating."
In April 2004, the production flew from Chicago to the Netherlands for three weeks of filming in Amsterdam, primarily at the "Kattenkabinet," a house built in the 1700s on one of the city's more picturesque canals.
"Amsterdam again was one of these cities that I visited while I was doing press and I immediately fell for it," Soderbergh relates. "I thought it was a beautiful city and really unique. It was a place that I hadn't seen on film a lot, at least not in American movies, and it had a thematic element that plays to the humor of the film. I was glad we got to shoot there and we got to use the city in a way that wasn't incidental."
Other Amsterdam locations included the Pulitzer Hotel, which is made up of 25 historical canal-side houses dating back to the 17th and 18th century, and Dampkring, one of the city's well-known coffee bars. Scenes were also filmed at the Haarlem Central train station and inside the Richard Meier-designed City Hall in Holland's capitol, The Hague.
From Holland, the company traveled by train to Paris to film scenes at the Sorbonne, the Australian Embassy, the Gare du Nord and various Parisian neighborhoods and streets.
"We were shooting at the Australian Embassy on a terrace overlooking the Seine and the Eiffel Tower," Weintraub recounts. "I said to Steven, 'You know the Eiffel Tower is out there.' He said, 'That's a cliché, we don't need to show it.' But in the finished film, an image of the Eiffel Tower appears as a reflection in Brad's sunglasses in a shot that I think will probably be studied by film school students for the next 25 years."
After completing work in Paris, the company spent a week in Lake Como, a month in Rome and two days in Sicily. While in Lake Como, several members of the cast, as well as Weintraub and Steven Soderbergh, lodged at George Clooney's nearby villa.
"It sort of felt like the Hearst Castle," Clooney grins. "We would get up, have some breakfast and ask each other 'Who's working today?' Then when it was time to go to work, we'd go down to the dock, get on a boat and motor to the set."
"It was like summer camp, unbelievably fun and relaxing," adds Julia Roberts. "We'd be sitting around the pool and I'd say 'Who's at work right now?' We did manage to get an enormous amount of work done, which is the baffling mystery of this group. I don't know how we have so much fun and get so much accomplished at the same time."
Lake Como's stunning 19th century Villa Erba served as the location for Francois Toulour's estate. Film buffs among the cast and crew were interested to learn that the Villa Erba was the vacation home of the late Italian director Luchino Visconti's family. (Trivia buffs might also know that Visconti returned to the Villa Erba to complete the editing of his film Ludwig.) In 1986, the Visconti family sold the home and surrounding park to local public authorities, and it currently serves as an exhibition and conference center.
Upon returning to Rome, the production cast and crew filmed in the Art Nouveau dining room of the Grand Hotel Plaza, situated on the exclusive via del Corso (a favorite luncheon spot of Federico Fellini); the Stazione Termini (central railroad station); the chic Prada emporium on the via Condotti; several cafés located in the heart of the ancient city near the Campidoglio; the Fiumicino and Ciampino Airports; the Exedra Hotel on the Piazza Repubblica; the British Academy in the Villa Borghese gardens, which stood in for the exterior of the art museum; a warehouse in the Mercati Generali, Rome's former wholesale food market; the rooftop pool and deck of the newly renovated Es Hotel, located beside the railroad station in Rome's Esquilino neighborhood; and finally, one of Rome's most iconic landmarks, The Pantheon. Originally built in 27 B.C. as a temple in honor of the Olympian gods, it was rebuilt in 118 A.D. following a fire and, several centuries later, consecrated as a Catholic church.
"I wanted the way in which we saw Rome and the way that the city was revealed to be naturalistic and always driven by what the characters were doing and where they were going," Soderbergh says. "I wanted the audience to get the feeling of what it's like to be out on the streets in Rome."
For Casey Affleck, a highpoint of the European adventure (in addition to the birth of his first child in Amsterdam) came courtesy of Jerry Weintraub. "Jerry asked if I'd like to take a tour to see some sights in Rome, which turned out to be a private tour of the Forum given by the Mayor of Rome," Affleck says. "Jerry always provides these amazing, once-in-a-lifetime opportunities. It certainly makes filming the movie an even richer, more satisfying and certainly a more fun experience."
Also enriching the production experience was a rash of spirited mischief inspired by George Clooney's legendary penchant for pulling pranks on his friends and coworkers.
"George is one of the key reasons that everyone in the original cast wanted to return," Weintraub says. "He's so affable and fun, and you know that when George is involved in a movie, it's not going to be boring!"
"George's pranks tend to be these masterpieces that roll out over a number of years, so I'm sure he's got one or two on me right now that I don't even know about," Matt Damon muses.
But Clooney was bested in one instance by a clever ruse devised by Brad Pitt. Prior to the start of production in Italy, Pitt crafted a mock call sheet in Italian, which advised the crew that they should, at Clooney's insistence, refer to him only by his character name. "For a month, everyone on the crew would say 'Good morning, Mr. Ocean,' and 'Yes, Mr. Ocean,' until George finally figured it out," Damon remembers.
"It was funny, but it became pathological at some point," Clooney says good-naturedly. "Then I got a hold of the call sheet and asked someone to translate it for me. When it made it into the Italian newspapers that I was acting like a diva because I asked everyone to call me Danny Ocean, Brad showed up at my door. He said, 'I'm gonna get it, right?' And I said, 'Oh, you're gonna get it, man. There's gonna be a lot of collateral damage on this one.'"  (Continued….)

DESIGNING OCEAN'S 12