As part of his retaliation, Clooney snuck heavy duty weights into Pitt's prop luggage for a scene that required him to grab his bags and board a train in one fluid movement. "The luggage was like iron," Pitt admits with a grin, "but I found it added a level of realism to the scene that I crave in my performances."
This wasn't the only time during production that Pitt discovered he'd been "punk'd" by his costar. "I would reach into a compartment in my luggage and find gravel or pine nuts or an old sandwich," he recalls. "It's a testament to the complete and utter immaturity that can happen when people are not serious about their craft."
The final shooting days in Italy took place in the small fishing village of Castellamare del Golfo in Sicily. Scenes here were filmed aboard a classic 1930s yacht and at a former tuna cannery, transformed by the magic of art direction into a stunning Sicilian villa on the Mediterranean Sea.
The Ocean's Twelve crew arrived back in Los Angeles in July, where filming was completed over the course of four weeks on sound stages at Warner Bros. Despite having filmed at a wealth of stunning locations around the world, it was in his production trailer on the Studio backlot that Weintraub enjoyed one of his favorite moments of the production.
"I was in my trailer one day when two young boys around ten years old knocked and asked if they could speak with me. They said they were big fans of mine and they knew the names of all the movies I had produced and appeared in," says Weintraub, who has been known to make cameo appearances in films such as The Firm and Vegas Vacation. "They had pictures of me and posters that they asked me to autograph. As we were finishing, one of the boys said 'Can I ask you a question? You make a lot of money doing this, don't you?' When I allowed that this was true, he said 'Well if you're so rich, why do you live in a trailer?'"

DESIGNING OCEAN'S 12
While Ocean's Twelve shares the same sense of fun, humor and camaraderie as its predecessor, director Steven Soderbergh, composer David Holmes, production designer Philip Messina and costume designer Milena Canonero took the film in a new stylistic direction.
"We didn't want to make a film that was a repeat of the first. All of us wanted it to be a new movie with a different feel," says Soderbergh. "The way I described the aesthetic of Ocean's Twelve to everybody was that it's the most expensive episode of a 60s television show ever."
David Holmes, who composed music for Ocean's Eleven as well as Soderbergh's romantic thriller Out of Sight, created an entirely new score for Ocean's Twelve. "There isn't a single piece of music in this film that was in the first film, and that is very unusual," the director notes. "David and I went into the process saying, 'We're starting from scratch. It's a different movie and has a different feel and different visual style. We want a different type of score.' And he really delivered. I think the soundtrack is just extraordinary; it's truly unique and fits the movie perfectly."
Production designer Philip Messina was responsible for bringing a fresh visual style to the film's numerous sets and locales. "Steven always emphasizes the characters and their environments," says Messina, who collaborated with Soderbergh on Ocean's Eleven, Erin Brockovich, Traffic and Eros. "With this cast, it's always going to be interesting because no matter where you put them, it looks great."
According to Messina, one location that initially seemed like it would be relatively easy to find - the script called for a house situated on a canal in Amsterdam - proved to be one of the most difficult.
"The most important thing to Steven was that the exterior and interior, the canal and the rooftop across the canal all be in one place, but what I discovered is that many of those charming rooftops are inaccessible," Messina reports. "They're extremely steep and there would be no way to have anybody standing on them, never mind a film crew with camera equipment. I scouted around 40 canal houses, and finally found a rooftop that would work if we built a small set piece on it. Across the canal, we found an exterior that almost worked, so we built a new entrance onto the front of it. We augmented the interior slightly by constructing an additional room that houses a safe, and we replaced the fifteen-foot high windows with windowpanes that could be opened."
Because the stairways in Dutch canal houses are little more than three feet wide, scaffolding and cranes were used to hoist the production equipment into the house and onto the roof.
Finding suitable locations for filming in Rome proved easier, as the Eternal City is ripe with stunning visuals. "One of my favorite locations is one that only appears in the film for a quick scene," the designer relates. "We were looking for a workshop for Eddie Izzard's character, and underneath a lighting shop in a 14th century building we found these incredible caverns. They hadn't been used in decades and provided a perfect environment for our eccentric inventor."
When Messina and company discovered Rome's vast general food marketplace, which had been shut down for about a year prior to filming, they used one of its structures to double as the Ocean crew's warehouse. "It was like an entire closed-down city," he says of the marketplace. "Literally dozens of city blocks with really interesting warehouse structures were vacant. It was really beautiful. We lucked out because six months after we needed to shoot there, the city had plans to rehabilitate and renovate the entire compound."
Locating an estate to utilize as the home of wealthy thief Francois Toulour presented a challenge due to the fact that the script called for the house to be on the water, but because production was filming these scenes in the middle of the summer, the French Riviera and Italy's Amalfi Coast were too populated for filming.
"Toulour is born into the aristocracy but we also wanted his home to feel as though he had been buying his way into style and taste," Messina explains. "We also wanted him to be isolated, so the house had to be set off on its own."
After scouting several lakes in Northern Italy, Messina selected the Villa Erba on Lake Como to serve as Toulour's sprawling estate for its visual and practical advantages. "The Villa Erba is now the town's convention center, so it had all the facilities we needed to set up the production offices and wardrobe department right on the property."
Messina utilized the environs of a private home on Sicily's western tip to create sets for key scenes at the end of the film. These sets contrast Toulour's formality with a tropical and informal feel. "It was an amazing and beautiful little spot with several rock formations in the water and a great seascape," he recalls. "We were not given access to the inside of the house, so I came up with the idea that we would create our own entrance into it. We built a small wing onto the building, as well as an entire terrace onto the front of the house, which cosmetically refurbished it."
Returning to Los Angeles, production continued for several more weeks, filming mostly on three stages at the Warner Bros. Studios. In addition to designing Dutch and Roman hotel room interiors, a couple of Roman jail cells, a Dutch barge hull and a mind reader's salon, Messina faced one of the biggest challenges of his career when the decision was made to build the interior of the museum on a stage rather than use a practical location in Italy.
"The museum is one of the larger sets I've built," he says of the structure, which took up nearly the entire floor space of the Studio's sprawling Stage 15. "My design was inspired by 19th century Beaux Arts style architecture, and by an exterior that we filmed in Rome that was similarly classical."
Messina credits the work of four different art department crews in three different countries for achieving the film's "fantastic craftsmanship" and its vibrantly stylized look.
Costume designer Milena Canonero, a two-time Academy Award winner for her work on Chariots of Fire and Barry Lyndon, joined the Ocean's Twelve production team at the behest of director Steven Soderbergh and producer Jerry Weintraub.
"I did not costume Ocean's Eleven," Canonero says, "and when Steven first called me I was nervous about dealing with so many famous actors all at once. Also, I had just finished working on Wes Anderson's The Life Aquatic and wasn't sure that I was ready to take on such a huge enterprise as Ocean's Twelve. But Jerry Weintraub is such a force of nature that you cannot say no to him! And the idea of working again for Steven was very exciting. I love working for him.
"The truth is," the designer admits, "it was fun to have so many different characters to design for. Many people think that you only design and build costumes when it is a period movie. But when I do a 'modern' movie, I actually do construct some costumes! But of course, I like to mix what I make with clothes selected from various designers which are suitable for the look of the characters. We made most of Catherine Zeta-Jones' wardrobe and several outfits for Elliott Gould, Brad Pitt, George Clooney, Andy Garcia, Julia Roberts, Vincent Cassel and most of the other characters."
Soderbergh asked Canonero to bring a fresh style to the characters' clothing, rather than simply repeating the sartorial style created by Ocean's Eleven costume designer Jeffrey Kurland. "The characters have more money now, and they have evolved and matured, so Steven wanted to make sure that they didn't look the same as they did three years earlier when we first met them," explains Canonero, who previously designed the costumes for Soderbergh's films Solaris and Eros. "However, I did have discussions with the cast and some of them have retained certain particulars from the first film."
For ringleader Danny Ocean, Canonero maintained his "very minimalist and simple, yet stylish" look. "Danny's wardrobe is monochromatic: blacks, greys, browns and a little beige," she says. "Rusty is more vain and more into his clothes. I used lots of satins and shiny material to give a shimmer and slickness to his look, just like lightning."
Canonero helped Julia Roberts take her character, Tess Ocean, in a new direction. "Julia likes to bring a lot of ideas to her fittings, and she wanted to play Tess a little bit freer in this film and not quite as arch as she had been in the first," says the designer, who had to go back to the drawing board several weeks into production when Roberts discovered she was pregnant with twins. (In the original shooting script, Tess was five months pregnant, and all of her wardrobe was designed accordingly. When Roberts became pregnant in real life, Soderbergh decided that Tess would not be with child in the film.)
When it came to designing clothing for Don Cheadle's explosives expert/aspiring musician Basher Tarr, Canonero turned to an old friend in England. "John Pierce is a very good English tailor who makes a lot of clothes for people in the music business. He made a coat for Don of blue printed snakeskin with a matching snakeskin shirt. It's very colorful, but there's a British element to it as well. Don liked the rapport we established between Basher's clothing and his music."
By far the most flamboyant of the Ocean's gang is financier Reuben Tishkoff, played by Elliott Gould. "In the first story, Reuben was much more tacky, a wheeler-dealer who wore lots of gold chains and mismatched shirts on purpose," Canonero muses. "Elliott, Steven and I decided that Reuben had always wanted to be an English gentleman, so his clothing reflects that influence. He's still flamboyant, but he's obviously been looking through English fashion magazines from the '70s and now enjoys colorful bowties and mismatched shirts, but underneath it all, he still wears his gold chains."
Like Reuben, the other senior member of the Ocean's crew, Saul Bloom, has undergone a bit of a transformation since the Benedict heist. "Saul has been leading the life of a country squire," Canonero says of Carl Reiner's character. "He took his share of the money and bought a beautiful house in the Hamptons and left his rather tacky Miami life far behind him. He's now masquerading as a conservative, country-club sort. I imagined that he was simply imitating the way he thought those men would dress - navy blazers and college ties."
Canonero's wardrobe for electronics specialist Livingston Dell, played by Eddie Jemison, underscores the character's subtle evolution from frugal geek to frugal aspiring comedian. "Eddie felt that Livingtson would be more confident and less nerdy than he was in the first film, though he's still too cheap to send his clothes to the laundry or dry cleaners," she says. "There are some people who have no idea how to put clothes into a washing machine and take them out and press them. Livingston is one of those people, so none of his shirts or trousers are ironed. Everything is very wrinkled, which actually looks sort of trendy."
Canonero gives Soderbergh the credit for the new fashion style perpetrated by Yen, the crew's grease man-turned-fashion photographer, portrayed by Shaobo Qin. "Steven thought it would be a good idea to give Yen a hip-hop look. He goes out to the hip-hop clubs and sees that people are wearing these baggy clothes, so he tries to imitate them. But it's the hip-hop of Yen's imagination. It's never quite right."
For ambitious Europol agent Isabel Lahiri, played by Catherine Zeta-Jones, the designer strived to achieve a stylish yet highly professional wardrobe. "I went with what I call the 'hero look' and repeated elements of her wardrobe, like trench coats, which I felt gave her a 'detective' air," Canonero says. "Catherine liked that we repeated the coat in different colors. It was a happy coincidence that just after I had them made, trench coats became a hot fashion item. For scenes that depict Isabel in flashback, her clothing establishes that she is much more free and relaxed than she is in the present."
Similarly, Canonero designed wardrobe for master thief Francois Toulour that reflects the character's duality. "Toulour comes from an aristocratic, international European background," she says of the character played by Vincent Cassel. "He's charming and there is a lightness in the way that he laughs. But there is a darkness to his character as well, because his life is spent stealing, which is mainly done at night. So his clothes are black and white."
Canonero also emphasizes the importance of shoes in a character's wardrobe. "Shoes are a detail that you often don't see, but for some actors it's an important part of the discovery of who their character is," she suggests. "Don has wonderful lizard shoes, which give Basher a fun touch. Carl wears white buckskins for Saul, while Elliott is seen wearing tacky red and black shoes. And Julia and Catherine wear some gorgeous stiletto heels."