EW All right, we have a movie to talk about here. For starters, Ocean's Twelve feels much more indie to me than Ocean's Eleven.
Zeta-Jones I think the locations had a lot to do with that. It gave it that more edgy feel.
Pitt Steven also said he wanted to take it somewhere else. There was no point in doing the sequel to him if he was just repeating the same kind of feeling. He had an idea that he wanted to go after, a more messy film.
Cheadle It's like a throwback movie to me.
Clooney In the way that the first one was in the design of those Irwin Allen, Towering Inferno kinds of pictures, this one is much more like the films of the '60s. It felt more cinema vérité than the other one. He just wanted to change the aesthetic completely, and that's what he did.
Roberts Let's redo Towering Inferno! Wouldn't it be fun?
Clooney That'd be a blast, wouldn't it?
Roberts I would love that!
Cheadle If we do a Thirteen, I think it should be in the tradition of The Poseidon Adventure, where it's like, ''Oh! Clooney's down!'' ''Oh, Cheadle took it in the back of the head!''

EW I know there were attempts made to keep the budget from getting too high: You took pay cuts in return for a bigger piece of the back end, for instance. Was there ever a point during filming where you felt the pinch?
Cheadle When they told me to bring my own underwear, I knew that things were different. ''They're cutting back, baby.''
Clooney I think it's all a reflection of [Warner Bros.' big-budget release] The Polar Express. [Everyone laughs] No, but we did do that. We literally looked at it and said, ''Every time somebody does a sequel, everybody gets really loaded up front.'' This is a film where you can't do that, because it'll be a $300 million [budgeted] film. So we all got together and said, ''Let's redistribute this in a different way, which is, nobody's getting a raise, we'll take a little bit less money and count on the percentages to work. If they work, then we make a really good amount of money, and if they don't, we [still] get to make the movie we want.''

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