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Ocean’s Eleven is remarkable for at least one thing: the lead actor, George Clooney, cut his own salary so it could be made with the right cast, as producer Jerry Weintraub reveals. And director Steven Soderbergh explains how he set out to make a movie "that you just surrender to, without embarrassment and without regret."

"I've been a producer for 40-some years and I've never had an actor cut his own salary," remarks producer Jerry Weintraub, "and I've never had an actor say that in order to get the cast we wanted, he would talk to each actor. George Clooney became the first to cut his salary, then Steven (Soderbergh) and George went after our cast."

That solved what might have been a major issue for Soderbergh and Weintraub. "I had always thought Ocean's would be a wonderful movie to make again," Weintraub says, "but the problem was: how to put together a cast of that caliber within a reasonable budget?"

"The casting started with George"

Clooney, partnered with Steve Soderbergh in their Section Eight production company, was a natural choice. "The casting started with George, who I had always thought should play Danny," Soderbergh says. "George agreed that we should put together a 'movie star' cast. And we knew that in order to do that, nobody could be paid his usual fee. George volunteered to start the ball rolling."

But Soderbergh and Clooney were careful to avoid emulating or comparing their cast with the original film. "The original Ocean's 11 is probably more notorious than it is good," Soderbergh remarks. "It was the first time that the Rat Pack appeared en masse in a film. They were the epitome of cool and none of us felt like we wanted to compare ourselves to them or to what they were up to. You can't beat that. We took a completely different tack."

"The truth is, most people never saw the original Ocean's 11," Clooney points out. "They just think they have because those guys were the coolest. Nobody touches Frank and Sammy and Dean, and we won't ever be that cool. But we do have a really great story."

And a great story behind the story….

In 1959, producer Jerry Weintraub was flourishing in the music business and working with Frank Sinatra when Ocean's 11 was being filmed in Las Vegas. "What people went to see in the original film was Frank Sinatra, Dean Martin, Sammy Davis, Jr., Peter Lawford and Joey Bishop on screen together," Weintraub says. "They could have been reading the telephone book and it would have been exactly as successful."

"a smart, updated remake"

Some 40 years later, Weintraub approached acclaimed screenwriter Ted Griffin about adapting Ocean's 11 as a smart, updated remake of the film that firmly established the Rat Pack in the American lexicon. "I had never seen the first movie so I had no reverence for it," Griffin recalls, although I did for that type of movie - films like The Great Escape and Magnificent Seven and Professionals. The basic premise of this new version of Ocean's Eleven is the same, but it's set in today's Las Vegas. What might have been considered an incredible heist in 1960 really wouldn't be an incredible heist now. And con-artistry isn't the same today as it was during the Depression. It's an outdated profession. It's not the same game anymore, because all of the money is electronic and even the banks have no cash. The only places left with cold hard cash are the casinos."

According to Griffin, one of the challenges in writing his script was keeping all eleven characters involved, interesting and present in the story. "In this film, we have 11 guys, plus Julia and Andy," Griffin explains. "I had to be quite economical with how much material I could deal to minor characters. In films like The Dirty Dozen, you might remember six or seven of the characters, but you don't remember the others. I wanted each of our characters to be memorable. Another problem was defining each member of the gang and not being derivative of other' group of guys' movies, like those 'bomber crew' movies where you have one guy from Brooklyn, one from Texas, and so on."

Griffin delivered his script and Weintraub approached the acclaimed Soderbergh about directing. "Steven called me after he read the script and his enthusiasm for the project was overwhelming," Weintraub recalls. "He said 'I want to make this movie because I can't wait to see it."'

Soderbergh was "thrilled and scared at the same time…I was thrilled because I thought that he had written something that was as close to a perfect piece of entertainment as I' d ever read. It seemed to deliver on all the levels that you want a movie with lots of stars and a heist to deliver on. And it was scary because it was physically bigger than anything I'd ever attempted and, in my opinion, required a style of filmmaking that I hadn't employed before - one that I was going to have to teach myself.

"a movie that you just surrender to"

"The issues," continues Soderbergh "weren't so much that I was worried I wouldn't be able to handle it as a cinematographer, but whether or not as director I would be up to what I think the technical standards are for this type of film. It's a different way of shooting than what I'd been doing for the last few years, culminating in Traffic, which was a very down and dirty, run and gun kind of film. Ocean's Eleven is exactly the opposite. I thought it should be a very constructed, composed and theatrical kind of film. I did a lot of studying and looking at films made by directors who I thought spoke that visual language very well trying to figure out what they were doing."

Soderbergh also drew inspiration from another classic adventure film. "I've been very public about the fact that Jaws is one of my favorite movies of all time," he enthuses. "I think it's a classic piece of entertainment. I love seeing a movie that does what it does and does it well and makes no argument about it. To me, Ocean's Eleven was my opportunity to try and make a movie that has no desire except to give you pleasure from beginning to end - a movie that you just surrender to, without embarrassment and without regret."

Ultimately, Soderbergh couldn't pass up the challenges and the fun that would come with directing Griffin's intricate script. "I think that in any movie, whether it's The Sting or Big Deal on Madonna Street, part of the joy in a caper is seeing the team being put together. It's fun seeing who they are going to get, what they are like and how they are going to work together.

"The trick was to layout how the heist is going to go, but not lay it out in such detail that you know what's coming," Soderbergh continues. "It's a tough balance to achieve, because if the audience knows too much, they're ahead of you. Ted did a wonderful job of finding that balance. The script works because you meet everybody, you know them well, and you have a pretty strong idea of how the heist going to go.

"Yet, when it starts to happen, there are things that you didn't know. And there are things that go wrong that the characters couldn't have anticipated. Then the fun is watching them improvise and figure out how to still pull it off."

"I wanted it to be sparkling"

Soderbergh was very precise in his approach. "You have to decide early on what kind of film you are making," he explains. "When I say Ocean' s Eleven is a throwback to an earlier period in cinema, I mean that the movie is never mean, it's never gratuitous, nobody is killed, nobody is humiliated for no reason or is the butt of a joke. It's probably the least threatening film I've ever made in a way. That was conscious on my part. I wanted it to be a sort of light entertainment and I didn't think darker or meaner ideas had a place in a movie like this. I wanted it to be sparkling."

Published January 10, 2002

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Danny Ocean (George Clooney) walks out of jail and sets up an ambitious plan to pull the heist of his life: over $160 million in cash from the world’s most guarded vault, owned by Terry Benedict (Andy Garcia) the tough operator of three leading Las Vegas casinos. He recruits a top team, ranging from a card sharp (Brad Pitt) and demolitions expert (Don Cheadle) to a premier pick pocket (Matt Damon). The extra sting in the sting is Ocean’s ex-wife, Tess (Julia Roberts) who is now dating Benedict. Is Danny after revenge or something even sweeter?

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