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A New Plan
When Steven Soderbergh's star-studded remake of the classic Rat Pack film Ocean's Eleven was released in December 2001, its worldwide success exceeded even the great expectations of renowned producer Jerry Weintraub. "I always had high hopes for Ocean's Eleven, because we had a fantastic cast, a brilliant director, a great script and a wonderful story,” recalls Weintraub, who has more than a little experience crafting hit films, having produced the wildly popular Karate Kid series, as well as the seminal motion pictures Nashville, Diner and Oh, God! "I think one of the reasons people go to the movies is to escape. They buy a box of popcorn, a Coca-Cola, sit down to watch the show and have a good time. It quickly became clear that audiences were having a good time watching Ocean's Eleven.”

According to Weintraub, it was at a press conference during the promotional tour for Ocean's Eleven in Rome that the question of doing a sequel was first posed to the cast and filmmakers. Though no one expected that an ensemble of this magnitude could be wrangled for another Ocean's film, as fate would have it, later that evening over dinner Soderbergh revealed that he had the beginning of an idea for a story set in the Eternal City.

  "I wasn't thinking in terms of making another Ocean's film until we went to Rome to promote Ocean's Eleven and I fell in love with the city,” Soderbergh confirms. "I began thinking about what the story and structure might be, and the idea of setting it in Europe began to take hold.”

"This was the first time that Steven had been in Rome, and I could see the twinkle in his eye,” recalls Andy Garcia. "He was inspired by the city and started talking about a sequel and writing while we were still there.”

  After returning to Los Angeles, Weintraub found further inspiration for the sequel in George Nofli's screenplay Honor Among Thieves, an adventure about the greatest thief in America being beset upon by the greatest thief in Europe. "The script had within it a terrific idea for Ocean's Twelve, so I sent it to George, Brad and Steven and asked them to read it,” Weintraub says. "We all loved it. The story centered around two main characters, so the biggest challenge was adapting it to fit our ensemble.”

"The tone of George Nolfi's script was very similar to the tone of Ocean's Eleven,” Soderbergh says. "I had the basic idea for Ocean's Twelve that Benedict managed to track all of them down and they had to go to Europe and pull off a series of heists in order to pay him back. And unlike the first film, where you're having fun watching them be successful and get a lot of things right, I thought it would be more fun if Twelve was the movie in which everything goes wrong from the get-go.

"We decided to fuse George's script with some of the ideas that I had, and it turned out to be a really terrific fit. The challenge was less turning Honor Among Thieves into Ocean's Twelve than the fact that George and I had an enormous number of ideas that we were initially trying to jam into the script and had to edit out.” 

"I think it's fair to say we probably could have written five scripts from the number of ideas that we developed,” says Ocean's Twelve screenwriter George Nolfi. "My writing process was fairly quick because I had such an extensive outline when I began. There was more material in the outline than we could ultimately keep in the script. We just had to hone it down – like chiseling away on a piece of marble.”

"We had to make sure that we had a screenplay that worked without catering to particular actors,” says George Clooney, Soderbergh's partner in Section Eight, the production company that co-produced the Ocean's films with Weintraub's Jerry Weintraub Productions. "The great thing about our cast is that there are no egos about who has better lines or more lines. And that's one thing that Steven has<

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