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Now Memphis must confront his brother. He quickly learns Kip has established his own crew of experts, including their childhood neighbor, Tommy Tummel now known as Tumbler. "Kip's friends are younger with an entirely different set of skills from Memphis' group," says Bruckheimer. "They have a great wheel man, an electronics expert, a guy who can hack into insurance files and change VIN numbers — they know all the new tricks, but they lack experience and style. Memphis also teaches them about being cautious and knowing when to walk away from a bad deal when the stakes are too high."

"We're in it for the money," says Scott Caan of Tumbler and the rest of Kip's gang. As Kip's getaway man and the best driver in the group, Tumbler is always ready to put the pedal to the metal. He's a hot head who cannot distinguish danger from excitement. Like Kip, his decisions put the entire group in jeopardy. "Tumbler butts heads with Memphis," Caan says. "And even though we've screwed it up before, he doesn't think Kip needs these old guys. For Tumbler, it's not an art; it's not about finesse. You get a key code and the computer starts the car, there's not as much skill involved."

William L. Scott plays the youngest of the car thieves. "Toby is a computer whiz, which is pretty ironic because I don't know anything about computers," laughs Scott. "Memphis doesn't want him along for the boost because he's so young, but without his technology, they couldn't get the Cadillacs, Mercedes or BMWs. They have to bypass all their computerized security systems, and that's my character's expertise."

James Duval (no relation to Robert) is Freb. He is in awe of Memphis and his gang and enamored by the history of these guys. According to Chi McBride whose character is paired with Freb, "He is the most in need of St. Jude. He's a lost cause. Memphis, Donny and Otto are legends the proportion of Mickey Mantle or Michael Jordan."

"Freb is the guy with a heart of gold," says Duval. "He's completely loyal in his way and will never let you down. He makes mistakes now and again, and doesn't always do the smartest things, but his heart is in the right place."

First-time actor TJ Cross is Mirror Man. A comedian from the East Coast, Cross looked for the comedic elements in the story when he first read the script. "I was wondering, where are the jokes? And then I realized there are no jokes. So Dominic and Jerry just let me go with it. At first I thought it would be a lot of sweaty guys stealing cars, but the whole cast is naturally funny, and the situation that we find ourselves in makes for funny moments. Younger people who have energy and are more spontaneous thrown together with older people who have wisdom and experience; it's everyday life. When you put someone stone-faced, 6'2" like the Sphinx who never talks, with someone like my character who's 5'6" and never shuts up, it makes for a great relationship."

"We wanted to bring some humor to the movie," says director Sena. "A tape came in and the guy just cracked us up. It was TJ. We didn't know he didn't have any acting experience, so we brought him out and in five minutes he picked up on it. He's very funny."

Kip and Memphis' common enemy is the nefarious Raymond Calitri. "Calitri is a true villain," says Bruckheimer. "We decided to create this character who came to the States from England. We imagined him as a petty thief and extortionist who expanded his repertoire to became a vicious criminal. He has effectively eliminated all the competition in town and controls whatever he touches. Unfortunately, Kip has entered into a deal with him, and Calitri doesn't really care what it takes to get the job done or that Memphis must risk everyone he loves to boost these cars, h

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