"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
"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
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
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
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
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