simultaneous heists on a couple of swank Vegas casinos.
  We're talking George Clooney (going rate: $10 million per picture) as Sinatra's character Danny Ocean, backed by Julia Roberts ($20 million) as his still-in-the-picture ex-wife, with Brad Pitt ($18 million), Matt Damon ($5 million) and an A-list supporting cast including Don Cheadle, Andy Garcia, Elliott Gould, Casey Affleck, Carl Reiner and Scott Caan. There's also erstwhile boxing champ Lennox Lewis in a filmic fight with rival Vladimir Klitschko. Under normal circumstances, you haven't even shot a foot of film and you're already in hock for about $70 million counting the director's fee.
  Which is not the case here. The studio and producer's leveraged Soderbergh's clout as THE must-work-with director in town, following his double-barreled Oscar appearance (Traffic and Erin Brockovich), and convinced Hollywood's biggest names to take "back end" profit participation in lieu of their usual monstrous fees. (Ever the joker, Clooney sent Julia Roberts a love note attached to a $20 bill, writing "I understand you're getting $20 a picture now.")
  And even then, it wasn't easy to land the "wish list" cast (among those interested but eventually declining - Bruce Willis and Mike Myers).
  "It's really, really difficult these days (to do an all-star film)," Pitt explained, "because of: one, people's schedules; two, egos; three, deals and money and skyrocketing prices. I was surprised at the people who wouldn't do it or couldn't do it," Pitt said. "But it all worked out. It's an amazing cast."
  "With that group in that city, someone is going to get into trouble," said Don Cheadle (Swordfish) "I just want to have enough warning so I can get out of there before the cops come. If I do end up in jail, I'll get Johnnie Cochran in there so fast to get me out that it will never make to the press."
  "I don't think most people know the original or, if they do, they imagine it's better than it was," Damon said. "We just wanted to have a lark. Everybody cut their salaries. You do it for fun and for a chance to work with Steven Soderbergh."
  Indeed, other than Clooney as Danny Ocean, Peter Lawford's son Chris in the cast, the city of Las Vegas itself and the heist, the new Ocean's Eleven takes very little from its predecessor, for two good reasons. One: There will never be another Frank or Dino or Sammy. Secondly, though the entire Rat Pack had the time of their lives filming the original Ocean's Eleven, everyone was more interested in partying than making a good film.
  "My friends and I are on a bus going cross country," Clooney said. "I get the tape of Ocean's Eleven, figuring it's the coolest guys in the world - Frank, Sammy, Dean. We pop it in and it's like 'Woo!' Another five minutes it's like 'Whoa, get this off.' Ocean's Eleven isn't a good movie at all. Then Warner Bros. sent me Ted Griffin's re-make script, and I said 'Wow, this is great.'
  "The only thing similar is 11 guys pulling a heist. I'm not playing Frank Sinatra. Nobody's playing Sammy or Dean. Steven calls me that night and says 'I just finished (reading) Ocean's Eleven and I know how to do it.' We start talking to Brad Pitt, and he's in. Steven had just finished Erin Brockovich with Julia Roberts, and she's in. Then everybody starts calling. You can't imagine the names."
  Though everybody doesn't really know everybody in Hollywood, the degrees of separation are small. Clooney, for example, is best friends with Mark Wahlberg, who has a feud going with Clooney's co-star Damon (Damon plays a professional pickpocket - he reportedly researched the role by surreptitiously watching pickpockets work the Paris subway). Clooney also jokingly blames Brad Pitt for setting back his career. Seems he was called back five times for the role of the devilish hitchhiker in Thelma and Louise before losing the groundbreaking role to Pitt. And, of course, Pitt recently co-starred with Julia Roberts in The Mexican.
  "I saw Brad at the press junket for The Mexican, and he was just going off to film Ocean's Eleven," Roberts said. "He said this would just be the coolest experience of our lives, the most fun we ever had.
  "Actually, in that mass of a cast, I only have scenes with Andy Garcia, George Clooney and Brad. (She is the center of a ménage à trois between Garcia's character, a Donald Trump-like casino czar, and ex-husband Clooney, whose plan has no small amount of revenge inherent against his rival.) It's small, but very important," Roberts says of her role as the femme fatale-ish Tess Ocean.
  "It's a massive retelling. The script is so smart, so gripping... I probably have all of 37 lines, and there are massive chunks of stage direction. But I still found it so compelling."
  As for Soderbergh, Roberts says, "To serve him is to feel as though you're serving a higher purpose. I would do anything he asked me to do." Despite the Hollywood-wide vote of confidence, Soderbergh himself was anything but overconfident in public. He said he took Ocean's Eleven as a learning experience.
  "It's going to require a set of skills which I don't think is inherent in me," he said just before the start of filming. "It requires a certain slickness and a certain sheen, but at the same time it needs to be funky."
  But it clearly isn't your father's Ocean's Eleven. Says producer Jerry Weintraub: "Vegas is a much different place than it was then, and this is a completely different movie. There are laughs all through it."
Intentional ones this time.

- Jim Slotek