Tribute's Bonnie Laufer talks to master acting chameleon Don Cheadle about playing in the star-studded heist flick, Ocean's Eleven.

Q: Not only is this a blast to watch, but your character is probably one of the main reasons. He is a lot of fun. What kind of influence did you have yourself on this guy, Basher?
A: Well it was actually written British at first and there were some casting decisions that made Steven want to go away from making him British but I was talking to my manager and she said why don't you just do it British. Why do you have to change it? Then I thought, ya, why should I change it? So I went to Steven and said, why should we change it? So we just kind of kept it like that and it turned out to be a lot of fun.

Q: Was it difficult maintaining that Cockney accent? You did it very well.
A: I kind of had to stay in it all day to ensure that I wouldn't fall out of it. I don't know if I did or not, but that was the goal. So yes, I had to stay in it because it was easy to drop out of it.

Q: I can't even begin to imagine what it was like on set with all of you together. Being in Vegas, lots of gambling to be had. Did any of you get into any trouble, were you at all worried about that?
A: No no, there was a lot gambling, but I stayed out of it for the most part! I'm married with kids.

Q: And you don't want to be a bad influence.
A: Right, and I don't want to be a bad influence on myself!!!

Q: Take me back to the first time that you all gathered together on this set. What were you thinking?
A: I had known George Clooney from before, I knew Steven Soderbergh, but I hadn't met any of the other guys before. The first day that we all met was just a rehearsal, a reading on stage at Warner Brothers and it was just fun from the beginning. Everyone was there because we wanted to do the piece. Everyone cut their fees, we just all wanted to be in this room with each other. So it was a lot of fun and went up from there.

Q: You are pretty well a Steven Soderbergh veteran. You have now shot three films with the guy. What makes him so unique and special to work with?
A: Because he's really got a point of view. He knows what he wants and it's very comforting to follow someone who has a point of view and a direction. He is also very gregarious as far as you being a collaborator on your own work. He has no downside. It's the best kind of relationship to be in.

Q: You played Sammy Davis in a film about the Rat Pack a few years ago. Now this remake is nothing like the original movie except for the concept.
A: Thank God!

Q: Were you ever worried that people would think that you are playing Sammy again in this re-make?
A: No, I mean I expect people would think that. I would think that. I mean, if you are doing a remake of Ocean's Eleven and there was only one black guy in it and you're the black guy who played him before, I imagine that those comparisons would be made. Once people see this film they'll realize in the first five minutes that's not what it is.

Q: Was this the most fun you've ever had making a movie?
A: Probably, it really was. We golfed a lot and hung out a lot and nobody wanted to leave the set. We were always in each other's trailers. George bought everybody beach cruisers and we were all riding beach cruisers around the set. It was really kind of embarrassing that we were making money to do it. It was a lot of fun.

Q: Then, you'll give the money back of course.
A: I have already given the money back. Most of it.

Q: What a good guy you are!! It's really all to better your craft.
A: Yes, thank you.

Q: You've got a lot on your plate, so to speak, but during the Toronto International Film Festival I had the opportunity to see Manic, a low budget independent film that you starred in as a counsellor for troubled teens. Boy, were you good in that.
A: Thanks, it was great to do.

Q: What was the appeal for you to be in that and having it shot in digital format? Were you bothered by the cameras always being in your face?
A: Not at all. I wanted to be in something small where you really had to, on the strength of your passion, make it happen. I saw director Jordan Melamud's student film that my manager had given me and I was impressed. So we just had a conversation and kind of told me what he wanted to do and I said I'm down. I like the script a lot that Michael Bacall wrote, so again, it was the material. For me it's always the material.

Don Cheadle Biography