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Designing The Intrigue
While Ocean's Twelve shares the same sense of fun, humor and camaraderie as its predecessor, director Steven Soderbergh, composer David Holmes, production designer Philip Messina and costume designer Milena Canonero took the film in a new stylistic direction.

"We didn't want to make a film that was a repeat of the first. All of us wanted it to be a new movie with a different feel,” says Soderbergh. "The way I described the aesthetic of Ocean's Twelve to everybody was that it's the most expensive episode of a 60s television show ever.”

David Holmes, who composed music for Ocean's Eleven as well as Soderbergh's romantic thriller Out of Sight, created an entirely new score for Ocean's Twelve. "There isn't a single piece of music in this film that was in the first film, and that is very unusual,” the director notes. "David and I went into the process saying, ‘We're starting from scratch. It's a different movie and has a different feel and different visual style. We want a different type of score.' And he really delivered. I think the soundtrack is just extraordinary; it's truly unique and fits the movie perfectly.”

Production designer Philip Messina was responsible for bringing a fresh visual style to the film's numerous sets and locales. "Steven always emphasizes the characters and their environments,” says Messina, who collaborated with Soderbergh on Ocean's Eleven, Erin Brockovich, Traffic and Eros. "With this cast, it's always going to be interesting because no matter where you put them, it looks great.”

According to Messina, one location that initially seemed like it would be relatively easy to find – the script called for a house situated on a canal in Amsterdam – proved to be one of the most difficult. "The most important thing to Steven was that the exterior and interior, the canal and the rooftop across the canal all be in one place, but what I discovered is that many of those charming rooftops are inaccessible,” Messina reports. "They're extremely steep and there would be no way to have anybody standing on them, never mind a film crew with camera equipment. I scouted around 40 canal houses, and finally found a rooftop that would work if we built a small set piece on it. Across the canal, we found an exterior that almost worked, so we built a new entrance onto the front of it. We augmented the interior slightly by constructing an additional room that houses a safe, and we replaced the fifteen-foot high windows with windowpanes that could be opened.”

Because the stairways in Dutch canal houses are little more than three feet wide, scaffolding and cranes were used to hoist the production equipment into the house and onto the roof.

Finding suitable locations for filming in Rome proved easier, as the Eternal City is ripe with stunning visuals. "One of my favorite locations is one that only appears in the film for a quick scene,” the designer relates. "We were looking for a workshop for Eddie Izzard's character, and underneath a lighting shop in a 14th century building we found these incredible caverns. They hadn't been used in decades and provided a perfect environment for our eccentric inventor.”

When Messina and company discovered Rome's vast general food marketplace, which had been shut down for about a year prior to filming, they used one of its structures to double as the Ocean crew's warehouse. "It was like an entire closed-down city,” he says of the marketplace. "Literally dozens of city blocks with really interesting warehouse structures were vacant. It was really beautiful. We lucked out because six months after we needed to shoot there, the city had plans to rehabilitate and renovate the entire compound.”

Locating an estate to utilize as the home of wealthy thief Francois Toulour presented a challenge due to the fact that the script called for the house to be on the water, but because production<

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