An all-star feature about the production and promotion of Ocean’s 11, Steven Soderbergh’s highly effective take on the 1960 Rat Pack original of the same name. The spine of our narrative is a number of exclusive audiences and cast, which took place over two months in luxury hotels in both Los Angeles and London. However, the full story of Ocean’s 11 stretches further back in time and travels further afield, to Chicago, Palm Springs, Las Vegas and, of course, Turkey. At stake is $90 million of Warner Bros’ money, not to mention the reputation of some of Hollywood’s biggest names and Oscar’s reigning Best Director. The principal enemy is complacency. Can the cast and crew stop partying long enough to pull it off? Can Matt get his mojo back? What will Julia do for $20? And just who is the sexiest man alive? Only time will tell…

Title card fades up: The following is based upon a true story constructed from actual Empire interviews. They said it then and can’t take it back now.

Fade in:

Ext. Las Vegas-the Sands casino. Early evening.
A film set. A group of sharply-dressed actors are waiting for the next shot to be set up. They ‘pal around’-joking and smoking cigarettes. Meanwhile, the light is fading and the director is tearing out what’s left of his hair. The star has missed his morning and afternoon calls for the tenth day running. Frustrated, the director hands more of his lines to a supporting player, all the while wondering how he can make a movie called Ocean’s 11, minus Danny Ocean. We pick out a background figure, a young man in his early 20s, built like a boxer.

Jerry (Weintraub): Oh yeah, I was there. I was with Joey and Sinatra. The director Lewis Milestone had made a terrible error. Trying to do a movie while they were working at night. How do you do that? I don’t think anybody could do it. I don’t know how you get five guys that are on stage all evening and drinking the rest of the night to come to the set at 7.30 in the morning and do more than one take. You have to keep their eyes open with toothpicks, y’know? But what people went to see in the original was Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford and Joey Bishop on screen together. They could have been reading the phone book and it would have been exactly as successful. So I had always thought it would be a wonderful movie to make again, but the problem as I saw it was how to put together that calibre of cast…

Fade to black.
Fade in:

Int. the Presidential Suite, The Peninsula hotel - Beverly Hills. September 6, 2001.

The smell of old money. Warner Bros flunkies fuss in the background. In the foreground, a sofa trio forms three sides of a square. On the left, Don and Steven chat happily. On the far sofa, Matt sits alone, the brim of his baseball cap pulled down. The near sofa holds two men, dressed in jackets and open shirts. Andy is smoking, George sports a pencil-thin moustache. Enter Empire.

Empire: Jerry says this movie is about the work. What aspect did you find the most challenging?

George: (deadpan) Working with a hangover.

Don: (to Matt) I was gonna say your lay-up. That was probably the most challenging thing.

Matt: Yeah, I hadn’t played basketball in a while. (smiles) I had absolutely no challenge making this movie. I gambled, played golf with these guys, went out at night and ate at every single restaurant they had at all these hotels. I spent most of my time feeling guilty for how hard Steve was working.

Steven: I was there six weeks and never gambled a nickel.

Don: Just with your career.

Laughs. Pause.

Andy: (deadpan) Someone in the cast said to me during the shoot, “You know you’ve made it in Hollywood when you’re learning your lines with a stripper in a steam room at four in the morning.” (glances around) Someone in the cast…

Int. Steven Soderbergh’s house - L.A.. Two years previously.

Steven closes a script. The front page reads, “Ocean’s 11 by Ted Griffin”. He immediately presses the first button on his speed-dial.

Steven: Yeah, George, it’s me. Yes, I read it. Did you? Uh-huh. Listen George, listen to me: I know how to do this.

Ext. Palm Springs, Florida - a racetrack. March, 2001.

Steven Soderbergh, cinematographer on Ocean’s 11, is in private conference with Steven Soderbergh, director of Ocean’s 11. His trailer is a fold-out chair by the camera truck. He is smoking a small, Turkish cigarette. By the time the cigarette is finished he will have to return to the set. The shoot is two weeks old and the director/cameraman has been struggling daily: setting up elaborate shots, pulling them down. His face betrays the truth: he does not know how to do this.

Int. the Royal Suite, Chancery Court hotel - London. November, 2001.

Steven Soderbergh, alone on a swollen sofa. Empire perches on the opposite armchair. There are no flunkies in attendance. Both Steven and Empire are more relaxed than at the previous meeting. Chiefly this is because-following a personal escort to London by the director-both parties have just seen the finished film, and it rocks.

Empire: The cast obviously had a great time. Did you get to join in?

Steven: No. (smiles) Everyone else had a great time, I didn’t have a great time. But I knew that going in. I said to my assistant director, “This is going to be a lot more fun to watch that to make.” And it really was. I mean, it wasn’t Lawrence of Arabia or Titanic horror, but it was a struggle.

Empire: And you were surprised that it was so difficult?

Steven: I was possibly surprised by the irony how hard it was to make a movie that was just supposed to be fun. For a movie that you exit going, “Right. Where do you want to eat?” I found it just brain-crushing. I had days where I spent an hour-and-a-half setting up a shot which I would tear down before even I even looked at it, because I would go, “That sucks. We gotta start over.” And that’s never happened to me before. Doing 20 takes of things that were very elaborate…I’m usually a couple of takes kinda guy.

Empire: What skills were you lacking?

Steven: It was mostly technical stuff. I just felt there was a certain way the film should be put together and it’s a way of thinking which some directors do innately and which I don’t. I’m just all character, performance-driven. It was just a different kind of moviemaking, 180 degrees from Traffic or Erin Brockovich. So I found it really hard, and never felt fluent, never felt really comfortable.

Empire: But you said before there were days when things felt clearer.

Steven: There would be, like, brief moments literally, when I would come up for air and be able to feel like I could breathe, just a couple of times…

Ext. Palm Springs, Florida - a racetrack. Moments later.

The cigarette is almost over. Suddenly a small smile breaks out on Steven’s face. He finds his assistant director, quietly informing him, “I’ve figured it out. I know how to shoot this.” The assistant director asks, “This shot?” Steven says, “All of it.”

Int. the Presidential Suite, The Peninsula hotel - Beverly Hills. September 6, 2001, continuous.

Empire: So while Steven was struggling, you were all having a good time?

George: We are a crew that will party at the drop of a dime.

Andy: Before it drops.

George: We’d get to Chicago for two days and (the crew) said, “we’re gonna have an opening party for Chicago,” and we’re like, “Okay.” And two days later, “We’re having a leaving Chicago party.” “Okay.”

Matt: (Brightly) That was my first two days of work. I showed up from the set of this other movie where I had been doing six-day weeks for seven months, and they’re having a ‘Welcome to Chicago’ party bigger than any party I ever had on this other movie. And then two days later they have a party that tops that one. After that I was off for a couple of weeks and I needed the vacation.

Don: From the parties.

George: Matt came off of working three movies, back to back (gesturing to Matt) in which you were in every scene? (Matt nods) Had to carry all of it. And we’re all getting drunk the first night, and he’s like, “I’m beat. I’m beat from doing this. I need to get the love of doing again. I need to get my mojo back.”

Matt: Steven and I got really drunk that night, and Steven just put his drink down and said, “You’re gonna get your mojo back on this one.”

Empire: Were you ever haunted by the ghost of the Rat Pack, on set or off?

George: Well, certainly it would hang over us in a while, when we were in Vegas, because that was their town. And also, we’re never going to be as cool as Frank and Sammy and Dean. But we had the better script, so our job was to just let this film work, as opposed to try and be as cool as any of those guys. The one thing that was clear was that we were having about as much fun as those guys had. It was one of those great experiences for all of us. We would sit on the set and laugh because we kept thinking, “I can’t believe we’re making money for doing this.”

Andy: The fact that we shot it at the Bellagio was an extraordinary opportunity.

George: That was amazing. The Bellagio was great because it’s the one (hotel) that felt like an old, (Rat Pack-era) casino. There’s a feeling there-“Okay, we’re in the fun of Old Vegas again.”

Steven: And that deal (with the Bellagio) was all Jerry. Jerry Weintraub.

Int. the lobby, the Bellagio - Las Vegas. April, 2001.

To accommodate an elaborate tracking shot outside the Bellagio and stealing into the heart of the casino, valet parking has been closed down, along with half of the pit floor. Steven has already tried a number of takes and time is running short. An extra tries to leave, explaining that she has to return to her day job. Jerry stops her, asks how much she gets paid. She replies, “$200.” Jerry promptly removes a couple of bills from his wallet and urges her to return to the set.

Steven: The access we got was absolutely unprecedented. Jerry literally made an arrangement with Steve Wynn (original owner of the Bellagio) just before Wynn sold the casino to Kirk Kerkorian (of MGM) and grandfathered in all of this access, which was total. We shut down the valet area. We shot on the casino floor during the day-they would shut down an entire pit for us and that’s a very expensive proposition. Since I had all the access I wanted, it basically allowed me to make it as detailed and as elaborate as I wanted it to be, and I felt that was important because it never felt like a backdrop.

Int. the Presidential Suite, Peninsula hotel - Beverly Hills. September 6, 2001, continuous.

Empire: You all seem to have become great friends, was that just luck?

Steven: It was just a sense, I think, I tend to avoid people that I feel are not like that. Because I’m a big believer in, “Life…

George: …is too short.” Exactly.

Steven: So if I get a sense from somebody that they are gonna be a problem…

Don: That they don’t know how to play well with others.

George: Exactly. It’s a big sandbox. A big, expensive sandbox.

Don: (with a dismissive gesture) “Take your toys and bounce, man.”

Steven: One disturbed kid can cause a lot of trouble. But I think a testament to how well-cast this movie was is that everybody stayed on set, nobody went back to their trailer. It was a really cohesive group and it really pays off in the movie. I don’t think you can fake when people get along.

Andy: You can’t fake generosity.

Don: But it really was unique, for me. I’ve had fun on a lot different films, but I’ve never looked forward to coming to work more every single day.

Matt: (wistfully) Yeah, never.

George: It’s a delicate thing where you get a bunch of people, all of them have had their own films-if one person had snapped, the whole thing could have gone a totally different way…

Int. a dance floor, the Bellagio - Las Vegas. Late night.

It is the night after the Oscars. The Bellagio hotel has thrown a party for the winners, who include director Steven Soderbergh and his leading lady from Erin Brockovich, Julia Roberts. It is Julia’s first day on set. Currently, she has George Clooney, Andy Garcia and Don Cheadle in a headlock. She is shouting: “You are not leaving. You are all dancing with me!”

Int. the Royal Suite, Chancery Court hotel - London. December 2001, continuous.

Empire: Although Tess is a small part, you needed a really big name because she has to make such a…<> Steven: …an impression, yeah.

Empire: And Julia was happy to come on board?

Steven: I think the idea of being the only woman on set appealed to her. She must have been (happy) because she cut her rate significantly more than everyone else…

Int. Section 8 Production - Warner Bros studios, L.A.. Two years previously.

George and Steven are in a meeting. The camera lands on a notepad with a list of names. Most of the names on the male list have been ticked. On the female list is one name: Julia Roberts, and a question mark. Steven places the script in an envelope addressed to Julia, with a note and a $20 bill tucked inside. The note says, “I hear you get 20 a picture now.”

Int. the Penthouse Suite, The Peninsula - Beverly Hills hotel. September 7, 2001.

Julia Roberts balances deliberately on a carved wood chair, flanked by twin posters for Ocean’s 11. Nervously, Empire says hello. We do not have long.

Empire: So they sent you the script with the $20 bill inside…

Julia: (smiling) Don’t tell Jerry Weintraub, but to work with Steven again, I would have done it for $20.

Empire: How did you feel about being the only girl on set?

Julia: I was a little bit intimidated, because I thought, “They have this great rapport and it’s all boys,” But Steven had a rehearsal with me and George, long before the movie started, and it completely put me at ease, because I realised there was just a rhythm between the three of us so I wouldn’t feel like the outsider.

Empire: You and George get to trade some great dialogue.

Julia: Totally, although it was really hard acting with George, because I’m supposed to be steely and serious, and I was laughing like a 12 year-old. We have very similar personalities-we’re like brother and sister, a very similar kind of rhythm and silliness. And I think Steven was starting to wonder, “Why did I bring these two people to the table together?” Around three o’clock in the morning one night, we were just off to the races, and it was kind of a tiny miracle that we got through the scene.

Empire: You worked with Brad before on The Mexican. How did working with George compare?

Julia: Well, I think when Brad and I worked together I thought, “Oh, this is somebody who I’ll know for a really long time,” and I feel that way about George as well. It’s been great banter and teasing. George and I have become great friends.

Int. the Royal Suite, the Chancery Court hotel - London. November, 2001.

Empire: Pitt and Clooney seemed so natural together. Did they click straightaway?

Steven: Yeah, they really did. They’re very similar in a lot of ways. They really like each other and I just don’t think you can fake that. There’s just such generosity going in both directions, which is why I rarely isolate them in close-ups. It’s so rare today-you put a couple of stars in a movie today and you can feel the tension, y’know? “Who are you shooting first?” You feel like they are in different movies because everybody’s afraid to make them collide, and the thing I like most in our movies are George and Brad sitting shoulder-to-shoulder on a couch. You just go, “When was the last time I saw that?”

Int. the Park Suite, The Dorchester hotel - London. Two weeks later.

Small ornate room, George Clooney and Brad Pitt it shoulder-to-shoulder on a couch. Both wear jackets, but only Brad wears a tie. Enter Empire.

Empire: At times, your interplay was like Hope and Crosby. How much of that was improvised? And have you thought about working together again?

George: (slowly) That’s Bob Hope and Bing Crosby? (laughs) Not Norm Crosby…

Brad: …And Lesley Hope. (thinks) Most of it was written. It’s more about rhythms and banter, but we had a really strong, strong script. Most of it was there.

George: I can’t really think of a time…

Brad: (firmly) We came up with nothing.

George: We didn’t even show up. We were barely there. And no, we are never working together again.

Empire: George, you set the tone for the production by cutting your fee. First of all, why did you cut, and then, how did you persuade Brad to follow suit?

George: Well, every film I do I’ve always reduced, so it was like a big surprise to me when I found out I actually had a fee. (smiles) The truth of it is, the trump card was Steven. I could have said, “We’re all gonna reduce,” and they’d have gone, “Naah.” But when Steven’s involved. Everybody wants to work with him.

Brad: Steven was definitely one of the initial attractions for me, but also working with George. Much as I hate to admit it…

George: (laughing) That hurts.

Brad: The idea as it was presented to me, to fill the cast (with stars), just seemed obvious, and financially it can’t be done, it’s not feasible unless (you cut).

Empire: George, Steven recently described Brad as the coolest guy on the planet. Is he, and how do you feel about that?

George: (dreamily) I just think he’s the sexiest man alive. (A reference to People magazine’s annual title, which Brad too off George not too long ago.)

Brad: George is very bitter.

George: I’m gonna win it back. Although Brad has since been dumped as well, and Pierce (Brosnan) has it. We are lobbying now to vote in Matt Damon as the sexiest man alive. He’s taken out ads.

Brad: And we’ve got George into therapy.

George: (pointing at Brad) You should have seen him, when they took his tiara off. He was crying. But in the event that Pierce can’t serve, Brad will take over.

Brad: And you won’t?

George: I refuse. (seriously) Yeah, he’s the coolest guy alive, are you kidding me?

Brad: (embarrassed) Shut up.

George: Who else could wear those suits that he wears in the movie?

Brad: Me and Ricky Martin.

Fade out.

Fade in.

Int. a U.S. army base - Turkey. A few days previously.

The European premiere for Ocean’s 11 has just finished. The world is much changed since our first interview on September 6, 2001. In recognition of this, the audience consists entirely U.S. soldiers. Jerry, Steven, Matt, Andy, Brad and George take a shallow bow, return the applause. The audience stands and cheers. And stands and cheers.

Fade in.

Int. a hotel bar - Chicago. April, 2001.

It is Matt Damon’s third day of work on Ocean’s 11 and his second party. Matt turns to Steven and raises his glass. “It’s back,” he says. “It’s back.”

Fade out.

Fade in.

Int. Jerry Weintraub’s house, L.A.. Two days ago.

The phone rings. Jerry answers. He has to speak loud; it is Joey Bishop, ex-comedian and the only surviving member of the Rat Pack.

Jerry: No, no. Joey, you’re not in the movie… What do you mean, how could I make this movie without you? Joey, you are 83 years old. No-one plays you. No-one. Nobody can play Fran, Sammy or Dean either… Because it’s not a remake, Joey-it’s a brand new film…

Fade out.