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Dress Code
For costume designer Louise Frogley, creating the costumes for the large ensemble cast—added to the fact that most of them are playing established characters— was a new challenge. "These are really difficult projects for the costume designer. They have so many characters, each of which has to have a totally distinctive quality,” allows Soderbergh, who had previously worked with Frogley on three films: "The Limey,” "Traffic” and "The Good German.”

In creating the costumes for the Ocean's crew, Frogley wanted to pay homage to the work of "Ocean's Eleven” costume designer Jeffrey Kurland, while changing things up to reflect today's fashions. For both George Clooney and Brad Pitt, clean lines and simple styles ruled the day. "With George Clooney, the simpler the better,” she states. "He developed his look in the first film, and we thought it was brilliant and decided to follow that route. George is an actor who doesn't like too much fuss; apart from his tuxedo and one disguise, he's primarily in dark gray suits and white shirts.”

Frogley relates, "Brad also wanted to keep it simple with just a bit of ‘bling.' He felt his character had grown up, so it made sense that Rusty's clothing would be simpler, but it had to be colorful, in contrast to Danny.”

The costume designer says she followed Terry Benedict's previously established style for his wardrobe. She affirms, "Andy Garcia had worn a cravat almost all the time in ‘Ocean's 12.' I thought it suited his character, but this time, I decided to push it a bit and go for a ‘Death in Venice' look.”

Matt Damon's costumes probably convey the most character development. Frogley offers, "Jerry wanted Linus to be much more grown up. He's not a kid any more; he's about to pull his own con jobs and has become more important in the Ocean's organization, so we felt he should be dressing in more suits. Matt also wanted a completely different look for his Lenny Pepperidge persona, so we copied a Chairman Mao suit, and pushed it a bit.”

Carl Reiner's Saul Bloom also had a distinct wardrobe for his alias, the faux hotel reviewer Kensington Chubb. "We made Kensington ersatz English—more like an American view of what an Englishman would wear. We used lots of Harris, Irish and Scottish tweeds. It was all very tweedy with moleskin trousers and tattersall shirts,” Frogley illustrates.

"Don Cheadle wanted to be very American-looking this time out, but his mining outfit is this beautiful Yohji Yamamoto jacket that we bashed up a lot. Basher's wardrobe is very basic—except, of course, when he ‘borrows' the costume of motorcycle daredevil Fender Roads,” the designer smiles.

Apart from the main cast, the most time-consuming element for the designer was the wardrobe for The Bank employees. Frogley notes, "We were creating a casino that was supposed to be the newest and the hippest, so the employees had to have cool uniforms.”

Soderbergh remarks, "The look of what everyone at The Bank wore—from the janitors to the people behind the desk—all needed to be perfectly integrated into what Phil was creating with the sets. I really thought Louise did an extraordinary job connecting all those elements.”

In order to get the right mix, Frogley looked through books with Asian-inspired photographs and prints. "We took something serious and then twisted it a bit to make it cool and very colorful,” she says. "I used a lot of fluorescent greens and oranges and pinks.”

For The Bank's most prominent figures, Willy Bank and Abigail Sponder, Frogley worked closely with both Al Pacino and Ellen Barkin.

The choice was made that Ms. Sponder would not be dressed in stereotypical corporate power suits. Instead, the designer, actress and filmmakers all agreed that she would always wear dresses that showed off her figure, with the color of

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