"This is the kind of film technically that people like Steven Spielberg and David Fincher and John McTiernan do with both hands tied behind their back," Steven Soderbergh says with a laugh. "Not me. It was a struggle for me. Half way through this film I was wondering what I had gotten myself into."

Las Vegas, with its famous Strip lined with luxurious hotels and casinos, became the largest set for the film. "One of the things that scared me when I read the script was the amount of time that we would have to be shooting on the floor of the casino," Soderbergh reveals. "I've had friends who had worked on films there and knew that that normally the hotels only want film companies to shoot between midnight and 6:00 a.m. during the week. I was pretty anxious about that aspect. As it turned out, the cooperation that was extended to us by the casinos, particularly the Bellagio, was unlimited."

This largesse of cooperation can be explained in two words: Jerry Weintraub.

"Jerry was the element that Steven and I didn't know about," George Clooney says. "We knew he was a producer and also that he had orchestrated all those big music concerts. But we had no idea what a wonderful producer he is. He has this great element of showmanship, which Steven and I don't really have. Jerry got us literally millions of dollars worth of production value in Las Vegas alone - simply by knowing the right people. And by the fact that they all had such respect for him."

"Literally," adds Soderbergh, "it wouldn't have happened without Jerry. We would have been just another movie trying to gain access. He did an amazing job of pitching the story and pitching us as a group that wasn't going to do them a disservice, either literally by making a mess of their casino or by making a movie that would reflect badly on them."

Of all the luxury hotels on the strip, the one chosen for the major portion of the film was the Bellagio, where the company spent nearly five weeks filming interiors and exteriors. The cast also called the hotel's exclusive private villas home for the duration of their stay in Las Vegas.

"The reason we selected the Bellagio," says Weintraub, "is that it's the prettiest hotel in Las Vegas. It's also the most luxurious and the most important hotel in town. In addition, at the time I made our deal, it was owned by Steve Wynn, who is a very dear friend of mine. I had shot movies in his Mirage Hotel before so he had a sense of what I would be doing and he trusted me with the reputation of his hotel. Even though we were going to rob it! As it happens, before we even began to film there, he had sold the hotel to Kirk Kerkorian, who also happens to be an old friend of mine, so our plans went forward."

But the negotiations regarding the extensive filming throughout the Bellagio presented more challenges to Weintraub and Company. "When we first laid out our plans for filming at the hotel, they kept saying 'No, you can't do that," and 'No, and no and no," Weintraub recalls. "Then John Hardy and Susan Ekins, our executive producers, did a walk through with Bobby Baldwin, who is the President and CEO of Mirage Resorts and Terry Lanni, who is Chairman of the Board and CEO of MGM/Mirage. Susan and John showed them what Steven wanted to do and Bobby Baldwin gave us the go-ahead.

"You have to understand that we completely disrupted their operation," Weintraub continues. "We closed their valet parking and porte cochere for three or four days, which meant their clients, including the high rollers, had to check into the hotel through the concrete self-parking garage. They let us turn off their fountains and the dancing waters in the lake. We closed down the conservatory and botanical gardens, we closed down the reception area with its famous Dale Chihuly glass sculpture, and we even took over the high-roller gaming room at one point."

"It was amazing," recalls Soderbergh. "We had no time restrictions. We would close down an entire section of the Bellagio's casino floor during the day so that we could film. They even choreographed their dancing fountains to a special piece of music for the film. In exchange of course, the movie is like a two-hour commercial for Las Vegas and the hotel."

Says production designer Phil Messina, "I don't know the exact footage, but I looked at the floor plan and I'd say that during the time we filmed in the Bellagio, 25-30% of the casino floor was given to us at any one time. That's unprecedented. We never heard no, and that's directly attributable to the hotel's regard for Jerry. We were even allowed to alter places in the hotel that did not necessarily receive any benefit. Le Cirque let us put up a façade that totally covered their restaurant. Our crew came in at midnight right after they closed and completely walled over the restaurant. We filmed a scene there first thing in the morning and the entire wall had been struck by 4:00 p.m. when they re-opened."

Soderbergh recruited numerous alumni from his previous films for the Ocean's Eleven production team, including production designer Phil Messina, who worked on Traffic and Erin Brockovich, and costume designer Jeffrey Kurland, who collaborated with Soderbergh on Erin Brockovich. More than half of the crew also worked on Traffic and/or Erin Brockovich, and several people have been a part of the director's core crew dating back to his first productions.

"I explained to Phil and Jeffrey that stylistically, as the movie went on, what I was doing as a director was going to become more and more theatrical, and that they should think in those terms as well," Soderbergh explains. "I didn't want the early part of the movie to be too garish and the colors too intense, because we needed to leave ourselves some place to go. I wanted it fairly low-key until we hit Las Vegas. Even then, I wanted the look to be striking and yet not seem like it fell out of a James Bond movie."

"The color palette for Las Vegas," says Messina, "loosely stems from the Bellagio. I think of it as Benedict's two worlds: what he presents to the public versus what it takes to keep an eye on the public. We used lots of warm earth tones, warm reds and yellows. I tried to keep all of the house sets like the Mirador Suite, the art gallery and the cage area in that palette and then move to a cooler palette for the scenes in the back of the house. I tried to establish a dichotomy between the front of the house and the back of the house."

According to Messina, he designed and had built twenty different sets as well as several partial sets built into existing locations. "One of the biggest sets we built on location was the cashier's cage on the casino floor of the Bellagio," he relates. "We needed a way to get from the casino floor into the back of the house. I always had the idea that there should be a cage to afford us that entrance. The hardest part was carving out a space, because if you look around a casino, there is no wasted space. The issue became how to build a set piece on the floor and minimally disturb the hotel guests. It was going to be there for weeks and weeks on end and not be in the way. It was basically a logistical issue and not necessarily about where it was going to look best.

"The Bellagio management carved out an area where we put our cage which was about 80-feet long, floor to ceiling, complete with iron and brass work," Messina elaborates. "We then added a piece of our hallway onto it so we could bring the guys through that door and onto the casino floor. It was extremely important that we be able to tie that into our set. We wanted to open those doors and have the entire casino floor in view."

The cage was actually built in Los Angeles and shipped to Las Vegas. "I took elements of the existing cashier's cage and integrated them into our set," Messina says. "We had about a dozen technicians, carpenters and electrical staff from the Bellagio help us install it. It became a team effort."

"Everything that Phil did was based on ideas that we had gotten from touring the real locations," says Soderbergh. "We just added elements, whether they were design elements or lighting elements that lifted them up slightly above normal.

"I think the Bellagio was really intrigued by the set that Phil built," the director continues. "Initially, they had wanted to help us build it, which was impossible. But they watched and helped when Phil and his crew were installing the cage and later admitted that they had learned a lot. One of the casino employees said that as they were always retrofitting and adding new elements to the casino floor that they could incorporate some of the practices that our design department was employing. They were really impressed with how well it was built and admitted later that they couldn't have done it with the level of detail and solidity that Phil had done. I think audiences will just assume that everything we built exists behind the doors of the Bellagio. At least, that's what you hope for."

Included in the location filming in Las Vegas were three flashback scenes. "The good thing about the flashbacks," says Messina, "is that they were contained little snippets. Ken Lavet, our location manager, and I looked in every casino in Las Vegas and it was amazing how few casinos look as though they are from another era."

The filmmakers settled on the Flamingo Hotel for the 1970s flashback, the Barbary Coast for the 60s and the entrance to Caesar's Palace for the 1980s. Says Messina: "We found vintage slot machines and tried to cover up or disguise all of the non-period elements that were visible. It was like doing theater - dressing the set on the day and striking it immediately afterwards. It was a bit of a scramble but it was fun."

"This film," says Soderbergh, "is exactly the opposite of Traffic, where we basically chose locations we could walk into and not have to dress much. I think for Phil, after Traffic, it was fun for him to design and build so many sets."

Comments Messina, "In this film, we never see private spaces; the only house we see is Reuben Tishkoff's. Everything else is hotel rooms and hallways, elevator shafts and other commercial spaces. Early on, Steven and I had the idea that Tishkoff's house would be the one throwback to the 1950s and 60s because the character is old school. We looked for sweeping, low line, mid-century homes in Las Vegas and discovered that that architecture doesn't exist there any more. I had a book on modern houses in Palm Springs and that's where we ended up filming Tishkoff's house."

Conceptually, one of the first sets Messina designed was the Bellagio vault. "I knew I wanted to use a lot of metallic finishes and I knew that Steven loves shiny surfaces, reflective surfaces," the designer says. "But the vault was also the most difficult because it was the most interactive. We had to get a cart inside it and the door had to be a certain way so that story-wise it worked both from the inside and the outside. The vault had to go through two different explosions and come back to being pristine. Also, there were stunts involved so we built the roof so that it completely lifted off on motors and could be raised up."

In a tip of the hat to Messina, Soderbergh says, "You really do just assume that we shot everything at the Bellagio. I kept forgetting that we had built the Mirador Suite on stage. When I see it in the film, it just seems like one of the hotel's villas. After a few hours, it was disorienting to be on the set because you don't realize it's a set. At one point, my assistant director was sitting on the couch and instinctively picked up the room service menu from the coffee table. You could tell he was looking at it as though 'What might I order.' The detail in that set was frightening."

"Much of the planning had to do with practical lighting," Messina explains. "We built a lot of practical lighting into our sets. Unlike Traffic and Erin Brockovich, many of our sets were enclosed, confined spaces. After the concept ideas were approved, we did a lot of tests with lights. Having the lighting be built in gives you more freedom to move around the set and look in any direction. The vault is a perfect example. There were not a lot of places to hide lights, so it had to be lit practically. "Also, we had about 450 running feet of hallways illustrating the back of the house - that part of the Bellagio that only employees see," Messina continues. "There were 'count rooms,' the elevator entrance, the conference room, the break room, the 'eye in the sky,' the interrogation room. Instead of building it in bits and pieces, I wanted to build it as one large set, connected by the same hallway. I know how Steven will make use of different opportunities and I knew that if I connected all the hallways he'd film them. And he did shoot many tracking shots where we saw everything at the same time."

There were two other sets that required a substantial amount of planning. One was for the 'eye-in-the-sky,' which is the room where hotel security monitors the activity at all of the gaming tables. According to Messina, "the real 'eye-in-the-sky,' is a very utilitarian room. Many of our scenes take place in this room and essentially I knew it would be all about looking at monitors. I wanted to keep the back-ground interesting and give Steven different options for reverses. I designed the set to accommodate Steven's angles. It kept it alive and interesting to look at scene after scene."

"Most surveillance rooms are so functional that they are simply not interesting," comments Soderbergh. "Phil came up with the idea of having it be circular and adding layers to it - glass layers and layers of monitors then a gap and then a wall behind them. It gave it a sense of depth so it didn't feel like just a closed-off room. We also discussed the practical lighting for this set and Phil did it so that I could basically walk in and shoot."

As for the monitors, Messina explains that "once again the Bellagio came through for us. They let us tap into their feeds and we taped hours and hours of real surveillance footage. It was then reformatted and mixed and matched up with footage we had shot of our sets. We were only allowed to use shots where you see people's backs or very high shots of the crowds. We never see anybody specific. It became a scene of contrasts."

Another element of the film that Messina and his team designed is an apparatus called "the pinch," which plays a key role in the film's plot. "This was a character design," says Messina. "In fact, a pinch really does exist. It's essentially a particle accelerator and is used to send out an electromagnetic pulse. We did a lot of research early on because we wanted to at least have it be based on reality. We contacted scientists on the Internet and found people who worked with these particle accelerators. We went into Forums and basically posed design questions. Then our property master visited a lab in Northern California that had a pinch and he brought back photographs and diagrams. I didn't want to get too exact because I just wanted to draw from it what was visually interesting."

In his initial discussions with costume designer Jeffrey Kurland, Soderbergh discussed a heightened reality for the cast's wardrobe. "We tried to find the line, both in the lead characters' outfits as well as the background, that made the wardrobe seem theatrical without being unreal," Soderbergh says.

"Jeffrey had his work cut out for him. He had to come up with several different looks for the 11 members of the team, plus Julia and Andy. He was also responsible for the extras. He really had his hands full." "Breaking down this script was no different than any others," remembers Kurland, "except that this film was so big. Because it is a contemporary film, it's a movie that could have been farmed out. But much to Steven's credit, he really wanted me to design the entire wardrobe. We sat down and talked about the characters for a while and how he saw them. Then I began to draw. Each actor is playing a very distinct character, which made it a lot of fun. I showed him my entire walk-through of everybody. I also did a drawing of all the characters on one sheet so he could see them all together."

Similarly, Kurland and production designer Phil Messina discussed the over-all look for the film. "Working with Phil is like working with another arm," Kurland relates. "We share color schemes and ideas. When I told him that I was going to try to design Terry Benedict with an Asian feeling to him, Phil designed Benedict's new hotel with a distinctively Asian feel. Then, when he decorated Benedict and Tess' apartment, he included an Asian feeling there, as well. We also talk about color and what he plans to use as upholstery so that the characters don't disappear into his furnishings."

Messina agrees that the collaboration is a profitable one. "Jeffrey and I stay in close touch. I talked with him extensively about the metallic palette for the back of the house and ironically, a lot of his clothing has a sheen to it. I think we both had this idea and tried to make it look slick. Literally, slick surfaces. We also talked about the colors in the art gallery because that is Tess' world. It's the one place to show Tess in her environment. Julia's wardrobe is reflected in the colors of the Bellagio because that's where Benedict comes from. We both approached her suite as being more Benedict's world that she has been set up in."

"The scenes we shot in Tishkoff's garden and his house were actually filmed in Palm Springs, which we doubled for Las Vegas," Kurland reveals. "There, we kept to cool, desert colors, punched up a bit here and there. If you look at the 11 guys, they're in sandy tones and pale colors. Reuben is a little outlandish, of course, but that's his character. Each location has its own color scheme. "Every character has a number of costumes and I did individual drawings to show Steven each of their changes," Kurland continues. "I think the least number was ten, and if I remember correctly, George has 26 changes, Rusty has 24, Elliott has 12 or 14. In addition, I was constantly making and designing clothes throughout the show as things would evolve."

Kurland began with Danny and Rusty because they initiate the elaborate caper. "Danny is more of a solid character - the classic-looking guy, the Cary Grant of the movie. There's hardly a thing that George Clooney can't wear and wear well. While the heist is Danny's idea, Rusty is the man who makes it happen. So he was very important and has great personal style. Brad really wants to discover the character with you. During a series of early fittings, we came up with a streamlined, sleek effect to his wardrobe. 'Like a racer,' is how Brad described it.

"Carl Reiner's look for Saul comes from an East Coast sensibility. I thought that he would have started out in Brooklyn, and now he's down-and-out and living in Florida. It was a great transition to transform him into Lyman Zerga.

"The first time I spoke with Carl after he had seen my drawings, he said 'you've given me a character.' Carl, like Elliott Gould, comes from an old school of theater and live television so they have a different way of looking at their wardrobe.

"Reuben Tishkoff, who is played by Elliott Gould, is old Las Vegas. I suggested the over-sized glasses to Elliott and he loved the idea. During our fittings he would experiment with his voice and mannerisms. By the time we were in our third fitting, he was smoking a cigar - and Elliott doesn't smoke. Reuben's jewels also became a character point. We had his jewelry, which are mostly symbols done in diamonds, made in New York. Working closely with Steve Melton, our property master, we made his ID bracelet and ring here. It was great because all I had to do was draw it and Steve would find someone to make it.

"Don Cheadle and Steven had decided Basher should be a Cockney. When Don and I talked, we both had the same idea - that Basher was very militaristic and had probably been in every revolutionary militia in Europe. I took a little from the British rockers of the late 1960s and early '70s, but pushed it toward the military.

"As for the Malloy brothers, played by Casey Affleck and Scott Caan, their clothing is totally different. One is more conservative and one is racier. Like typical brothers, they are constantly bickering. They're constantly at each other but they're a real team. They each have six different disguises and six different personalities to go along with them: waiters, security guards, rent-a-cops, medics, tourists and a balloon delivery person. That was a real challenge.

"The coolest dude in the world is Bernie Mac, who plays Frank Catton. We wanted to make him a really cool, East Coast guy, totally together in the way he looks. You can put Bernie in anything and he looks great. I did lots of colors and layers for him.

"Andy Garcia's character was also a great one to do. Benedict is totally different from the 11. This man is the king of Las Vegas, has more money than God and he's got style. Andy also has a great deal of style and he loves clothes.

"Shaobo Qin was great to do because Yen is a Chinese acrobat and it's never really clear what kind of circus or troupe he works with. Their tent is quite beautiful so I created his costumes to look a little more high-class. I gave him a style that was contemporary but with a strong Chinese flavor.

"Then there is Julia, the only girl in the movie. This is the fifth time that I've dressed her and each time it has been totally different. I've never designed clothes like these for her before. It's a totally sophisticated, intelligent, stylish and sexy look. I chose mostly solid colors, gray and black and at one point, a sharp red. For one scene she wears a dress that is made of gold beads.

"At one point we get away from the glamorous look because there's the Tess Ocean personality, as opposed to the Tess personality when she's with Benedict. When she's with Benedict, we added incredible jewelry to the mix. The jewels came from Tiffany & Co. Tiffany's has never lent anybody a piece of jewelry, they simply don't lend to anybody. And I usually don't promote anything, so it was a first for both of us.

"They were terrific. First they sent photographs of various items and then they would send the real piece so I could make a final decision. They sized things for us and altered the hang of certain necklaces, they couldn't have been more accommodating.

"I was able to select the jewelry and then I showed it to Julia and she and Steven and I honed it down. When Tess is wearing the red suit, she has on a black Tahitian pearl necklace with a diamond clasp and matching earrings. She also wears a yellow, flawless diamond ring with two triangular diamond baguettes on the side."

Along with the cast, Kurland's responsibilities included overseeing the wardrobe of all the extras used during the course of the story. This meant dressing upwards of 400 people a day while shooting on the casino floor. And that didn't include the three days of flashbacks to three different decades. The number escalated into the thousands for the fight sequence at the MGM Grand.

"It was huge," declares Kurland. "We had our own 6,000 square foot costume shop in Las Vegas with five stitchers and a tailor. We fit hundreds of extras a day - for weeks on end.

"We would ask the extras to bring several different outfits with them. But they have limited resources, and for glamour wear, most of them would bring black outfits so we ended up dressing 98% of them. We had racks and racks of clothes shipped in from Los Angeles.

"I also drew and designed the uniforms for the Bellagio waitresses and bartenders and dealers. We sent them to the hotel for their approval, but it was the only way we could completely control the look of the film. It was all about color and reflective fabrics."

During the Lennox Lewis/Wladimir Klitschko boxing match sequence at the MGM Grand, discerning audiences will catch cameo appearances by original Ocean's 11 cast members Angie Dickinson and Henry Silva. "Those were two very intense days of shooting," Soderbergh recalls. "We had several thousand extras and we were trying to stage something that turns into absolute chaos."

Soderbergh was surprised by the imposing physical presence of the heavyweights. "I was astounded at the size of our fighters," he says. "I knew their stats, but when you stand next to them, they are just giants. They are also really nice men, very intelligent and very understanding about what it was that we needed from them. We asked this champion boxer and this heavyweight contender to get into the ring and pretend. To do that and not have it turn into a problem requires two very special individuals. Lennox and Vlad were just great. After each session, when we would yell 'Cut,' they would touch gloves and return to their respective corner. It was really cool because the last thing I wanted was to have a real brawl on my hands, some sort of disagreement between two very, very big guys."

Soderbergh and his talented team captured the remarkable chemistry and camaraderie of the Ocean's Eleven ensemble - but it wasn't all high-caliber acting and movie magic. "When we went to Las Vegas to start shooting, we made a conscious effort on a production level to have the 11 guys hang out together," Jerry Weintraub says. "It wasn't hard to do because they all liked each other and as soon as they started spending time together away from the set, real friendships developed. You can't buy that. When you have actors who can't wait to go to work and work with one another other and be with each other, that's exciting. In all my years in show business, I don't think I've ever had as much fun as I've had on this movie."

George Clooney concurs. "After Matt Damon completed his role, he called from Paris just to say he missed us and missed the set. Can you imagine - he's in Paris and he called to say that."

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Page 1 Main Review
Page 2 How The Film Came To Be
Page 3 All About the Cast and Director
Page 4 The the Production

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