Despite the positive experience shooting ''Ocean's Eleven,'' Steven Soderbergh wasn't thinking sequel. That is, until he touched down in Rome as part of the film's international press tour. ''We literally went from interviews in London saying, 'There's no way there'll be a second movie,' to landing in Italy and Steven saying, 'There's another one, and we're going to shoot it here,''' says Matt Damon. ''It was his first time in Italy; maybe he was touched by all the masters.''
Rather than start from scratch, execs at Warner Bros. went to their shelves and grabbed a script by George Nolfi (''Timeline'') called ''Honor Among Thieves.'' ''It was about an American thief and a European thief going head-to-head,'' says Damon. ''They kept the European thief very similar and divided the American up 11 ways.''
Here's how the new story goes: A European crook (''Irréversible'''s Vincent Cassel) helps casino boss Benedict (Andy Garcia) -- who's been trying to get back his $160 million -- finally track down George Clooney and Co. To pay back the loot, which most of them have blown, the group takes Cassel's character up on a bet. ''He's trying to prove that he's the greatest thief in the world,'' Damon explains. ''So he challenges us to steal something. His rationale is, Once you try to steal it and fail, they'll increase the security, and then I'll steal it.'' (Catherine Zeta-Jones, meanwhile, joins the cast as Brad Pitt's ex-girlfriend.)
The film's multiple-heist, globe-trotting plotline meant that the cast gallivanted from Amsterdam to Rome to other European locales, attracting fans and photographers wherever they went. ''My girlfriend [actress Summer Phoenix] and I drove from Amsterdam to Lake Como,'' says costar and brand-new dad Casey Affleck. ''Paparazzi followed us all the way into Germany, trying to get a picture of the baby. Finally we pulled over for gas and I said to them, 'Guys, you don't want a picture of us. Go follow Julia around!'''
So about that title: Exactly who completes the dirty dozen? Teases Damon, ''The 12th person in the crew is revealed throughout the course of the movie.''
WHAT'S AT STAKE There's always a risk with a...oh, forget it, how soon can we get a ticket?