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O12

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SYNOPSIS

It's been three years since Danny Ocean (GEORGE CLOONEY) and his crew - fronted by detail man Rusty Ryan (BRAD PITT), up-and-coming pickpocket Linus Caldwell (MATT DAMON), explosives expert Basher Tarr (DON CHEADLE) and safecracker Frank Catton (BERNIE MAC) - pulled off one of the most audacious and lucrative heists in history, robbing ruthless entrepreneur Terry Benedict (ANDY GARCIA) of every dime stored in his impenetrable Las Vegas vault.

After splitting the $160 million take, each of the infamous Ocean's crew have tried to go straight, lay low and live a legit life...but that's proven to be a challenge, much to the chagrin of Danny's wife Tess (JULIA ROBERTS). When someone breaks Rule Number One and rats them out to Benedict, going straight is no longer an option. He wants his $160 million back - with interest - or else. And, as the gang quickly discovers, Benedict isn't the only powerful person in the world looking for Ocean's Eleven...

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TRAILER

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PRODUCTION NOTES

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 thescript. 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."

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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 highprofile 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, who received an Academy Award for Best Actress for her performance in Soderbergh’s Erin Brockovich. “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 badass.

“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.”

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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.”
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.”

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ABOUT THE PRODUCTION

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 goodnaturedly.

“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.’”

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 2004, 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?’”

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DESIGNING A WORLD OF INTERNATIONAL INTRIGUE

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.

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OUTFITTING OCEAN’S TWELVE

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.”

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INTERVIEW

'Sexy Men' take plunge into 'Ocean's Twelve'

by Cindy Perlman, Dec 5 2004 - source chicago suntimes

RANCHO MIRAGE, Calif. -- It's fine to be part of a pack of 12, but that still doesn't make you No. 1. George Clooney looks absolutely despondent as he holds a recent copy of a national magazine in his $20 million-a-movie hand. In a black suit, white shirt and minus the 30 pounds he gained for a new movie, the A-lister appears disgusted as he reads a headline that makes him queasy.It's not oil prices or the stock market that's making him sick. It's the fact that Jude Law has been proclaimed the Sexiest Man Alive, according to the foremost arbiter of pop culture, People magazine.Clooney realizes this is no time to dwell on his own emotions and that he's not even one of the runners-up this year. He can't focus on his own pain because others are in a bigger emotional tailspin.

"Pretty boy Pitt is more than a little upset," Clooney whispers, pointing to his "Ocean's Twelve" co-star, who hovers in one corner of a suite at the rustic Bighorn Golf Club here.

"Brad is down. He's hurt," Clooney adds as Matt Damon approaches and whispers, "You should ask Brad about it, because he's been talking about it a lot this morning. He's obsessing."

It's high noon out West, and the stars of "Ocean's Twelve" have gathered but not to plan their latest heist. They're actually stealing a few moments to discuss a pivotal event in American media life before they get to the sequel to "Ocean's Eleven," their $183 million hit. Then a long, lean figure in a beige Armani suit and matching gold shirt approaches Damon and places a hand on his back.

"George and I have started a club," says Brad Pitt, looking tenderly at his younger co-star. "It's for former Sexiest Men Alive. We work with the young now to coach them. First lesson: Jude had a great flair. He ran a great campaign, but Matty will get there."

"It's my dream," says Damon, emitting a little dramatic sob.

Until then he will just have to be content with starring in a major holiday movie called "Ocean's Twelve." The sequel to the 2001 box office bonanza, directed by Steven Soderbergh and opening Friday, stars Clooney, Pitt, Damon, Don Cheadle, Julia Roberts and Andy Garcia. It also features three new heists that take the con men and thieves to Rome, Paris and Amsterdam.

There are also a few newcomers, including Vincent Cassel and Catherine Zeta-Jones as an agent and Pitt's ex-girlfriend. She's tracking the men as they try to find enough loot to pay casino boss Garcia back before he kills them.

Over coffee, the entire cast gathered on a rainy day on a golf course to discuss the mayhem, the madness and their methods when it came to jumping into the deep end of the "Ocean's" again.

Q. Did anyone actually get along on this set, or are you all going to tell us it was one big love fest because that looks so good in print?

Clooney: No, it was actually a job on this one. There was actually no camaraderie at all. They're really a bunch of dorks. Quite honestly, Brad Pitt set the tone. He's such a movie star, so it was very hard. Most of them are fun people except for Julia [Roberts]. We don't like her or her twins. But let's pose this to the group. Did anyone get actually get along?

Damon: (shaking his head) No, not really no.

Cheadle: Just answer her question.

Clooney: Shut up, Mr. "Hotel Rwanda." Mr. Actor .... I guess I got along with Carl Reiner, because he's older, but I don't really like the rest of them.

Pitt: There's a low level of maturity here, so we bonded quite quickly again.

Q. When the box office loot rolled in from the first film, was a sequel a given? Did you start scribbling notes on napkins?

Clooney: Honestly, the entire cast was doing press in Rome, and Steven [Soderbergh], who had never been to Italy before, was sitting with us in a restaurant. He looks up and says, "I've got an idea for a sequel." The film hadn't even opened yet, or maybe it just opened. So the truth of the matter is that we wouldn't have shown up if Steven hadn't had an idea of telling the story in a different way.

Q. Sequels are so tricky because you have to live up to the expectations of the first one. Was there any trepidation when it came to coming back for another round?

Cheadle: I think that Steven could have been safe and tried to do the same thing again, but this film was a complete departure. It was almost more fun, I think, and a lot more cinematic.

Clooney: The problem with sequels as we all agree is that it's usually just sort of a rehash of the film before it and trying to take the things that work and do them again. Steven had a way of saying, "Well, let's mix up what just happened in the first one and really throw these guys off." All of a sudden, when the Ocean's gang is on the defensive, it's a completely different set of rules, and that to me was what I think was the most fun for us. I think that the audience and we all felt that we may not pull this one off.

Damon: Also, you're introducing a new character played by Catherine Zeta-Jones, who's like a central character in the movie who was trying to catch us. You want her to be kind of formidable, and you want Vincent's [Cassel] new character to be formidable as well. The difference this time is that in the first film, we had it all together. You were never really in doubt that this crew was going to pull off this big Vegas heist. Suddenly in the sequel we've got to do some paying it back.

Clooney: We're bumbling idiots. The end is not certain, which I think is part of the fun.

Damon: But unlike the "Star Wars" sequel, we don't have those freaking little Ewoks to bring new adventure.

Clooney: The Ewoks are actually in "Ocean's Thirteen." People will have to wait a few years for that one.

Q. There were also a lot of perks on the set, including free stays at George Clooney's beautiful villa in Italy. Did he ask you to leave a credit card for incidentals?

Cheadle: We had to pay for the entire thing. It's not like it was free.

Clooney: I thought it was generous and I gave them a cut rate. In the end, I guess there were no regrets when it came to opening my home. Matt was very clean. He always cleaned up his room and he helped drive the boat to work.

Q. For months, we read about all the high jinks on location. Were there ever some low moments that brought even the biggest movie star down to regular person level?

Clooney: Well, we were in Italy when some younger girl approached and said to me, "Hey, George, how old are you?" Stupidly enough, I asked the question you should never ask, which is, "Well, how old do you think I am?" She said, "50." I said, "Wait, you think that I'm 50 years old!" She says, "51?" So, Steven thought that was really funny, and now the line is in the film.

Q. George, you're spending more and more time in Europe these days. Considering all those nosy female tourists asking your age, why have you relocated?

Clooney: Good food. No, I've been lucky enough to have a home in Italy and spend some time there. I'm a huge fan of all of it. I grew up in Kentucky. So I didn't get to travel too much when I was young. We didn't travel a whole lot in Kentucky, as you can well imagine. So I've been sort of discovering a lot of the world. I'm reminded of what my father always said: "Don't wake up at 65 and think about what you should've done."

Cheadle: Or at 50.

Clooney: That one hurt.

Q. Are there any plans to do a third "Ocean's"?

Clooney: We came up with our own script, which is the musical "Ocean's Five, Six, Seven, Eight."

Q. Until then you have that Sexiest Man Alive campaign to run for Matt.

Damon: I'm hoping for my moment in the sun. We're also hoping to get George the 50 and Over Sexiest Man Alive issue.

Clooney: That's a good one, Matt. Now shut up. You think I'm really 50?

Distributed by Big Picture News

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'Ocean's Twelve' crew thick as thieves

by Angela Dawson | Entertainment News Wire | Dec. 2, 2004

RANCHO MIRAGE, CALIF. - Oscar-winning actress Catherine Zeta-Jones was convinced her "Ocean's Twelve" cast mates disliked her because they never played a practical joke on her throughout the 10-week shoot in the U.S. and Europe. "But I have been informed that they can take up to three years" for one of their jokes to play out, points out the Welsh beauty with a smile. "I've known George (Clooney, her co-star) for two years now so I have a year to go, I guess."

Zeta-Jones might want to count her blessings. Clooney's pranks, as his colleagues can attest, can be elaborate, or just plain juvenile. Just ask Brad Pitt, who unknowingly drove his car around L.A. for three days before realizing Clooney had affixed an "I'm gay and I vote" bumper sticker to his passenger door. Pitt retaliated by circulating an official-looking memo to the Italian crew on "Ocean's Twelve" ordering them to address Clooney as his character, Danny Ocean, or face repercussions. It took Clooney a few weeks to figure out why everyone was calling him "Mr. Ocean" and uncover who was behind the set-up.

"We all love each other very much but we also really mess with each other," says Pitt. "We take each other out any opportunity we get."

On this weekend afternoon in the California desert, everyone appears to be playing nicely. Several stars have convened to promote the sequel to the hit 2001 heist caper, "Ocean's Eleven," itself a remake of a 1960 movie that starred Hollywood's Rat Pack (Frank Sinatra, Dean Martin, Sammy Davis Jr., among others).

Divided into two groups, Zeta-Jones, Clooney, Pitt, Matt Damon, Don Cheadle, Andy Garcia and producer Jerry Weintraub (who has a cameo) are here to talk about their experiences revisiting the colorful pack of crooks they play in the movie.

The sequel picks up where the original left off. Danny Ocean (Clooney) and his crew have moved on with their lives after successfully robbing a Las Vegas casino of $160 million. Not surprisingly, the casino's owner, Terry Benedict (Garcia), wants his money returned, and with the help of an informant,tracks down each member of Ocean's crew. The gang has less than two weeks to come up with the money - plus interest - or else. Finding it too risky to plan another U.S.-based heist, the gang heads to Europe. There, they attract even more enemies, including a snooping Europol investigator (Zeta-Jones) and a crafty master thief (French actor Vincent Cassel), who challenges the group to steal a priceless Faberge egg.

With writer/director Steven Soderbergh absent for the press conferences,Clooney, 43, assumes the role of ringleader for the day. Typically, he is in a playful mood, answering nearly every question directed his way with a snappy, often sarcastic comeback.

Asked how well the ensemble got along this time around, Clooney deadpans, "This was actually a job."

When Cheadle urges him to answer the question, he jokingly shoots back, "Shut up, man. Mr. 'Hotel Rwanda.' Mr. Actor," referring to his co-star's much talked about role in the upcoming African civil war drama.

Cheadle laughs, knowing not to take Clooney seriously, especially at a press conference. "It was great doing 'Ocean's Twelve' because it was kind of respite from what I'd been doing just before," he says of making the ensemble crime caper. Working with the same cast as before was even more fun this time around. "The first day we were all back together we just stood around for two hours talking," he recalls.

Clooney says Soderbergh conceived the idea for the sequel while the group was promoting the first movie in Rome. "We were sitting in a restaurant and (Steven) looked up and said, 'I've got an idea for a sequel,' " he recalls. Soderbergh proposed they turn the concept of a successful heist on its head, have everything that can go wrong go wrong, and move most of the action to Europe. There isn't even a casino involved in the sequel.

All of the original players signed on, confident they would be entering new territory.

"The problem with a sequel," explains Clooney, "is that it's usually just a rehash of the film before it, and trying to take the things that work and do them again. Steven had a way of saying, 'Well, let's mix up what just happened in the first one and really throw these guys off.' We thought it was an interesting idea."

"I'd like to call it work, but it was pretty much automatic for us," admits Pitt. "First of all, there's a very low level of maturity amongst all the guys so that helps. We bond very quickly because of it."

"Then, we've got the beautiful women to make us look a little better," he adds, glancing over at Zeta-Jones, who plays both his foil and love interest in the sequel.

For Damon, returning to "Ocean's" was a welcome experience after starring in the actioner "The Bourne Supremacy." He delighted in playing a supporting player that also was fallible. Being part of an ensemble also had other perks.

"We're used to doing movies where we go to work every day and are working five or six days a week without a day off," says Damon. "On 'Ocean's Twelve,' we'd have three days a week off or something like that. I mean, the days we worked, we really did work."

Everyone agrees that shooting in exotic locales such as Rome, Sicily, Amsterdam, Paris, Monte Carlo and Lake Como was no hardship. Weintraub even arranged to convert a hotel penthouse suite into a private restaurant for the A-list cast during the shoot in Rome.

No one's saying yet whether there will be another "Ocean's" installment. Most of the cast here appears to be up for another go-round as long as Soderbergh comes up with an interesting new story. Pitt jokingly suggests the next one could be a musical.

"I could do an interpretive dance," he offers.

Weintraub, the producer, isn't so sure about an "Ocean's Thirteen."

"I'm superstitious," he says.

As the producer, he knows how difficult it was to get the sequel made. Shot in five countries, seven locations, with several different crews, "Ocean's Twelve" was a "logistical nightmare," he says.

He doesn't rule it out, though.

"To do sequels you must find a story that's better than the last and continue on with the characters so that these guys can develop these characters and live this characters," he says. "If it happens that'd be great, but who knows."

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The Wiz Of Show Biz
George Clooney knows you think he's slick and pampered — and he'll make you like him for it

By JOEL STEIN/LOS ANGELES Monday, Dec. 06, 2004

Yes, George Clooney is one charming bastard. He ducks your compliments, absorbs your indelicate questions, jabs back with interest in you and never appears tired of the exchange: he is the middleweight champion of charm. His best punch is his wry self-awareness. While Clooney lives in one of those huge houses in the hills of Los Angeles with a giant, swinging electronic door at the foot of his driveway, he says, "I don't want to get into this behind-the-fence world. I'm afraid of getting isolated from society." When asked how he'll make sure that doesn't happen, he pauses thoughtfully and replies, "I have people to do that for me."

Another effective tactic in his charm arsenal is to disarm with openness. Sitting in a full Nike outfit — black sweat pants, black T shirt and white sneakers — with his arms crossed and legs splayed, he strikes a balance between being tough and being approachable, like the anti — Larry David. Not only does Clooney talk about his money (lots), his dating resume (long), his bombs (Solaris), his critics (Los Angeles Times reviewer Kenneth Turan, who says Clooney throws "everything but the kitchen sink onto the screen"), his embarrassing roles (the giant-nippled Batman), the people he doesn't like (director David O. Russell) and the hubris of having a potbellied pig as a pet (Max, now 300 lbs.), but he also gives reporters his home number (which this reporter should really remove from his cell phone because of the temptation to make prank calls as Robin) and invites them to his house. People who have met him just once have got offers to stay at his villa in Lake Como, Italy. It's exactly how generous you hope you'd be if you were a rich, famous, 43year-old bachelor. A bachelor so charming that even his ex-girlfriends speak of him without bitterness. Quite a feat, especially when you consider that they are women who narrowly missed out on marrying George Clooney.

False modesty isn't charming, so Clooney readily admits that he's a giant celebrity, only he presents it more as a fact than an accomplishment. "It doesn't matter how much talent and ambition you have. You need a big piece of luck," he says, sitting on the maroon leather couch in his lodge-like living room. "If ER got a Friday-night pickup instead of Thursday, then I don't get to do movies," he says, acknowledging that being part of NBC's "must-see" lineup meant that people actually saw him.

Clooney is never more a movie star than when he's playing everyone's favorite scoundrel, Danny Ocean, the part once owned by Frank Sinatra. In Ocean's Twelve, the sequel to 2001's $183 million — grossing remake of the 1960 caper flick Ocean's Eleven, he is flanked again by Brad Pitt, Julia Roberts, Matt Damon, Don Cheadle, Bernie Mac, Carl Reiner, Elliott Gould and Andy Garcia and newcomers Catherine Zeta-Jones and Bruce Willis — and they just make Clooney seem bigger. Even around Pitt, he's still the alpha male. When the Ocean's actors needed to get away from the crowds who waited outside their hotel, Clooney would shout "Hey! It's Brad Pitt!", so that the fans would swarm the star and the others could walk to their cars in peace. "We'd chum the water with him," he says, sitting under a small, framed photo of the Sinatra Rat Pack on a mantel.

Because Clooney thinks of celebrity as something that is happening to him rather than who he is, he's able to exploit the power of fame for creative control. Since forming the production company Section Eight in 2000 with director Steven Soderbergh, with whom he had worked on Out of Sight, Clooney the producer has used Clooney the actor as barter. He did it to get Warner Bros. to make next year's Good Night and Good Luck, a movie about Edward R. Murrow's battle with Joseph McCarthy that CBS, Murrow's old network, had passed on as a TV movie. "It's hard to shoot something in black and white," Clooney says. "If I say I'll be in it for scale and direct it for scale, it helps a lot."

The downside to putting on passion projects is that they rarely make any money. Section Eight has made 23 film and television projects in the past four years, but none besides Ocean's Eleven has made a profit. "Steven and I are massively in the hole for Section Eight. Massively. We figured the other day that we are each $850,000 in the hole," Clooney says of the partnership, in which they have agreed to finance any project the other feels strongly about. Nevertheless, it's a relationship that he believes more star-director combos should attempt. "I think it's really irresponsible to make really crappy movies for the up-front money," he says. "If you need a job or are just coming up, by all means take the job. I was in Return of the Killer Tomatoes. But if you have the ability to green-light a script, I think it's wrong."

Clooney and Soderbergh don't get much in acting and directing fees, owing to their willingness to swap cash for creative control. "I got paid more on K Street as a union camera operator than as a producer," Clooney says of the political-drama series they did for HBO. But on Ocean's Eleven, Clooney the actor made such a phenomenal amount on his percentage of the gross that he's still living off it. "We're basically living Ocean's to Ocean's," he says.

Although it's the company's only profit source, Clooney says the Ocean's franchise is finished, partly because corralling all the actors and stringing together the intricate plotline are too hard on Soderbergh and partly because capers, Clooney learned firsthand, are trickier than they look. During shooting, his Lake Como house was broken into four times by the same guys, who were after a safe. "The second time they came, they put Jergens lotion all over the hardwood floor to slide it out. At least I hope that's all they were using the lotion for," he says.

In addition to the Murrow movie, Section Eight has eight projects awaiting release, including an improvised sitcom about actors, premiering on Jan. 9 on HBO, and is developing a mini-series for FX comprising 10 short dramas based on the Ten Commandments, as well as 12 more films. Both partners are heavily involved in all of them. "They each put in several years of work on The Jacket," says Mandalay Pictures CEO Peter Guber about a small-budget thriller he's making with Soderbergh and Clooney, starring Adrien Brody and Keira Knightley. "They really get into the details of the business. They come to meetings and are involved in everything, even approving one sheets [movie posters]." Maybe because that's where the star sees his future. "You can't be an actor for too long," Clooney says. "If you're 60, you don't want to be hoping a casting agent likes you."

Or that you like the director. Though he's proud of Three Kings, Clooney says he will never again work with David O. Russell. "I don't know if he's bipolar. But he is crazy. I can't stand him," says Clooney, who reportedly came to blows with Russell because he felt the director was bullying an extra. "David tries to sell the idea of screaming and yelling and hitting as a way to get a performance out of people. But when he's screaming at a cameraman, then it's just that he's not in control." Russell, through a spokesman, declined to comment except to say that their clash was over a long time ago. But Clooney's decision to stand up to him illustrates another trait. He is one of the few leading men who come off as adults. He's 43, but — unlike most other actors — he often plays older.

Clooney, who is a hard-core Democrat, wants to bring some of that full-grown masculinity to his party and uses the term "ruthless liberalism" as an antidote to compassionate conservatism. Clooney's father Nick, a former Cincinnati, Ohio, anchorman and host on cable's American Movie Classics, ran for Congress in Kentucky as a Democrat and got crushed. Though George raised funds, he didn't do any campaigning for his dad. "It would have been Hollywood versus the heartland," he says. "I definitely would have hurt him." Charm, apparently, will go only so far.

You get a sense that Clooney's passion for acting will run its course sooner rather than later. He gained 30 lbs. in 30 days for a role in Syriana, a Soderbergh-produced film about oil corruption with Damon and Amanda Peet. Although he has worked off 18 lbs. playing basketball and eating light, he regrets taking the role. "There was not one thing that was fun about it," he says. "It really messed me up. I have these migraines now. I would trade not having done the movie for the pain it's caused me." But then he catches himself and realizes how he sounds. "Even a migraine," he says, putting the grin back on, "sounds like a Hollywood thing." It's pretty charming when you can be self-aware with a splitting headache.

George By the Numbers
A look at Clooney's world through statistics ranging from box office to the bathroom scale. Being a big star isn't always pretty (exhibit A: Batman's nipples)

15 -- Number of failed TV pilots he has been in

$850,000 -- Amount he and Soderbergh have each lost as producers on Section Eight films

30 -- Pounds he had to gain for his role in Syriana

10% -- Margin by which dad Nick Clooney lost his congressional race in Kentucky's Fourth District

14 -- Number of projects he, as a producer, has in development

$183 MILLION -- Domestic box office for Ocean's Eleven, his highest-grossing film

$16 MILLION -- Domestic box office for Confessions

9 -- Number of Academy Award nominations among the Ocean's Twelve cast

0 -- Number of Oscar nods Clooney has

$107 MILLION -- Domestic box office for Clooney's Batman & Robin, the lowest of all of the modern Batman movies

5 -- Number of sequels Clooney has made

AT LEAST 4 -- Number of times he has played an ex-con

3 -- Years his only marriage to date lasted

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