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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."

Weintraub approached acclaimed screenwriter Ted Griffin about adapting Ocean's 11 as a smart, updated remake of the 1960s 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, "though 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 It's an outdated profession.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 succeeded in delivering a witty, imaginative script, and Weintraub approached acclaimed director Steven Soderbergh about directing the ambitious project. "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.'"

"When I read Ted's script, I was thrilled and scared at the same time," Steven Soderbergh reveals. "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 movie 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.

"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 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 thin

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