MBN: The Monte Bubbles Network: Oceans 13

WARNER BROS. PICTURES Presents

In Association with VILLAGE ROADSHOW PICTURES

A JERRY WEINTRAUB/SECTION EIGHT Production

What are the odds of getting even?

Danny Ocean (George Clooney) and the gang would have only one

reason to pull off their most ambitious and riskiest casino heist—to defend one of

their own. But they’re going to need more than luck on their side to break The

Bank.

Ruthless casino owner Willy Bank (Al Pacino) never imagined that the

odds were against him when he double-crossed Danny Ocean’s friend and

mentor Reuben Tishkoff (Elliott Gould), putting the distraught Reuben in a

hospital bed in critical condition.

But Bank miscalculated…badly. He may have taken down one of the

original Ocean’s eleven, but he left the others standing and, worse for him, gave

them a shared purpose: to take Bank down on the night of what should be his

greatest triumph—the grand opening of his new casino, appropriately named The

Bank.

Their strategy is twofold. First they will ruin him financially by turning the

tables on the precept that the house always wins. But that’s just money. The

knockout punch will be to Bank’s personal pride and joy: his reputation as the

only hotelier who has earned the Royal Review Board’s Five Diamond Award on

every single one of his hotels.

The plan is elaborate, dangerous and damn near impossible…but there

are no limits when it comes to one of their own.

“Ocean’s Thirteen” reunites stars George Clooney, Brad Pitt, Matt Damon,

Andy Garcia, Don Cheadle, Bernie Mac, Casey Affleck, Scott Caan, Eddie

Jemison, and Shaobo Qin, with Carl Reiner and Elliott Gould. Al Pacino joins the

cast as Willy Bank, with Ellen Barkin starring as his right-hand woman, Abigail

Sponder.

Warner Bros. Pictures presents, in association with Village Roadshow

Pictures, a Jerry Weintraub/Section Eight Production, “Ocean’s Thirteen.” The

film was directed by Steven Soderbergh and written by Brian Koppelman & David

Levien. Jerry Weintraub produced the film, with Susan Ekins, Gregory Jacobs,

Frederic W. Brost and Bruce Berman executive producing.

The behind-the-scenes creative team was headed up by production

designer Philip Messina, editor Stephen Mirrione, costume designer Louise

Frogley and composer David Holmes. The film’s soundtrack album is on Warner

Sunset/Warner Bros. Records.

www.oceans13.com

WARNER BROS. PICTURES Presents

In Association with VILLAGE ROADSHOW PICTURES

A JERRY WEINTRAUB/SECTION EIGHT Production

What are the odds of getting even?

Danny Ocean (George Clooney) and the gang would have only one reason to pull

off their most ambitious and riskiest casino heist—to defend one of their own. But

they’re going to need more than luck on their side to break The Bank.

Ruthless casino owner Willy Bank (Al Pacino) never imagined that the odds were

against him when he double-crossed Danny Ocean’s friend and mentor Reuben Tishkoff

(Elliott Gould), putting the distraught Reuben in a hospital bed in critical condition.

But Bank miscalculated…badly. He may have taken down one of the original

Ocean’s eleven, but he left the others standing and, worse for him, gave them a shared

purpose: to take Bank down on the night of what should be his greatest triumph—the

grand opening of his new casino, appropriately named The Bank.

Their strategy is twofold. First they will ruin him financially by turning the tables

on the precept that the house always wins. But that’s just money. The knockout punch

will be to Bank’s personal pride and joy: his reputation as the only hotelier who has

earned the Royal Review Board’s Five Diamond Award on every single one of his hotels.

The plan is elaborate, dangerous and damn near impossible…but there are no

limits when it comes to one of their own.

“Ocean’s Thirteen” reunites stars George Clooney, Brad Pitt, Matt Damon, Andy

Garcia, Don Cheadle, Bernie Mac, Casey Affleck, Scott Caan, Eddie Jemison, and

Shaobo Qin, with Carl Reiner and Elliott Gould. Al Pacino joins the cast as Willy Bank,

with Ellen Barkin starring as his right-hand woman, Abigail Sponder.

Warner Bros. Pictures presents, in association with Village Roadshow Pictures, a

Jerry Weintraub/Section Eight Production, “Ocean’s Thirteen.” The film was directed by

Steven Soderbergh and written by Brian Koppelman & David Levien. Jerry Weintraub

produced the film, with Susan Ekins, Gregory Jacobs, Frederic W. Brost and Bruce

Berman executive producing.

The behind-the-scenes creative team was headed up by production designer Philip

Messina, editor Stephen Mirrione, costume designer Louise Frogley and composer David

Holmes. The film’s soundtrack album is on Warner Sunset/Warner Bros. Records.

This film has been rated “PG-13” by the MPAA for “brief sensuality.”

www.oceans13.com

ABOUT THE PRODUCTION

REVENGE IS SWEET

Director Steven Soderbergh says that he hadn’t even completed work on “Ocean’s

Twelve” when he began thinking about ideas for “Ocean’s Thirteen.” “We were just

finishing the second film, and I thought it would be fun to go back to Las Vegas for the

next one. In large part, the film was motivated by everyone wanting to work together

again. But it was always with the understanding that it had to be ‘all in’ or we were not

doing it—everybody comes back or nobody comes back.”

Producer Jerry Weintraub adds, “In the six years since we did the first film,

people’s lives have changed. Not only are these actors all in demand, they have families

and babies and new interests that had to be taken into consideration. The truth is, you

can’t get this large a production together unless everybody is willing to throw his hat into

the ring. I also gave them fair warning. I called everyone 18 months before and said,

‘We’re making this picture in the summer of 2006. Get ready; we’re coming at you.’

And once I told them that, they knew it would happen.”

Weintraub adds that the term “everyone” applied not only to the film’s cast but to

the man at the helm. “For me, as a producer, there’s Steven Soderbergh and then there’s

everybody else. In everything we have done together, we have a wonderful partnership.

Any accolade that can be said about the guy, he lives up to. He is simply great.”

Aligning the schedules of a cast that included the likes of George Clooney, Brad

Pitt, Matt Damon, Andy Garcia, Don Cheadle, Bernie Mac, Elliott Gould, Carl Reiner, et

al, involved an operation worthy of Danny Ocean himself. But the man who plays Danny

Ocean knows to whom the credit belongs. “The truth is that Steven is the creative force

of these movies, but Jerry Weintraub is the heart and soul of the ‘Ocean’s’ films, period,”

Clooney states. “You have to keep in mind that getting all these guys together isn’t

easy—not that we don’t want to, but it’s very hard to pull everybody’s schedules together

because we’ve all got different gigs. To find one period of time when everyone is

available is tricky, and only Jerry could make it happen. He understands how to do

it…he uses guilt,” the actor teases.

Upping the ante of an already stellar ensemble, Soderbergh and Weintraub cast Al

Pacino as Willy Bank, the unscrupulously ruthless casino owner who swindles Elliott

Gould’s character, Reuben Tishkoff, out of his share of a new Las Vegas casino; and

Ellen Barkin as his right-hand woman, Abigail Sponder.

Much like the actors who play them, Danny Ocean’s gang had gone their separate

ways after their last heist. But if there is one thing that would always have the power to

bring them together again, it is saving one of their own. “I have always embraced the

idea that these guys are thieves and con men,” Soderbergh acknowledges, “but they’re

not entirely driven by money. Certainly, in this case, they are driven by friendship and

revenge. The ‘all for one and one for all’ ethos dictates that when one of them is

betrayed—especially in the way that their friend Reuben was betrayed—it’s payback

time. It seemed like a strong premise.”

The filmmakers knew that, beyond the elements of friendship and the desire to

work together again, a primary factor in reassembling their cast would be the script. To

craft the screenplay for “Ocean’s Thirteen,” they ultimately chose the writing team of

Brian Koppelman & David Levien, who had previously delved into the milieu of

inveterate gamblers in the poker drama “Rounders.”

“Brian and David had written ‘Rounders,’ a drama about friendship and poker

that I loved,” Weintraub says. “I spoke to Steven about them, and when we all met,

Steven and I knew they were the guys to write this movie.”

Soderbergh offers, “I knew who Brian and David were because we had many

mutual friends, and I had liked ‘Rounders’ a lot. There was not a long list of people that

we thought could step into this specific universe and pick up the language and the sense

of humor. Brian and David got it at once. I met them for lunch and within minutes we

were starting to work on the script. It really is in their wheelhouse; they like these kinds

of movies and these kinds of characters.”

“In a way, David and I have been preparing to write this movie for most of our

lives,” Brian Koppelman affirms. “We have spent a lot of years exploring the culture of

Las Vegas and the gambling lifestyle. We read every book about con artists and thieves

that we could get our hands on. So, when we met with Steven, we talked to him about

the great con movies, about the nature of heists, and about how these characters have

evolved since the first movie, which David and I both loved. Right away, we were all

talking the same language.”

“One thing that makes a con movie work is how much you care about the people

who are perpetrating the con and how much you want the mark to be taken down,” David

Levien notes. “In ‘Ocean’s Eleven,’ Danny wants to get his wife back and take down

casino owner Terry Benedict, so the guys all work together to undertake this incredibly

elaborate heist. ‘Twelve’ is about them using their skills to literally survive—to get out

of the trouble that they got themselves into in ‘Eleven.’ ‘Thirteen’ is all about friendship,

which was a great jumping-off point for the movie. We love these characters and know

how much they mean to each other, so to see Reuben brought down by an

outsider…they’re going to pull together for him, and that’s what drives the entire story.

It’s not just a heist for the sake of it.”

“It’s a charitable heist, if you will,” agrees Andy Garcia, who plays Terry

Benedict, the mark of the first movie, who gets his revenge in the second and becomes

the gang’s unlikely ally in the new film. “It shows the kind of friends they are, and I

think that’s something an audience can get behind right away.”

Don Cheadle, who plays Cockney engineer Basher Tarr, remarks, “They’re doing

it for all the right reasons, which means there’s no money in it for them. But I guess

altruism has its place, even in thievery.”

Koppelman explains, “The idea was to ‘flip’ the casino so that the patrons would

win every time, which would spell disaster for Bank. It’s also great wish fulfillment for

anyone who’s ever been to a casino,” he laughs.

THE OPERATIVES

DANNY OCEAN

Danny Ocean had tried to warn Reuben about going into business with Willy

Bank, but when the deal goes bad, Danny’s only thought is how to help his friend. He

calls the rest of the guys together, initially so they can be there to support Reuben and

then so they can figure out how to fix the situation. But while the others are already

dreaming up revenge scenarios, Danny is resolved to go by the “rules.” First, he intends

to have a conversation with Willy and offer him a “Billy Martin,” their slang term for a

second chance. It is only after Willy turns Danny down flat that the gang starts planning

how to break The Bank. The reward, this time, won’t be financial or professional; it will

be personal.

“They’re not stealing anything; they’re letting everybody else rake it in. You

could say they’re helping Bank give it away,” Clooney smiles. “It’s great to be around a

table that’s hot—like a craps table when people are winning. When you’re around one

that’s on fire, the place just explodes. To have a whole casino on fire is everybody’s

fantasy.”

RUSTY RYAN

While Danny Ocean is the idea man, his most trusted ally, Rusty Ryan, is the

tactician—the man who knows how to turn plans into actions. An inveterate thief, Rusty

is right in the middle of another delicate robbery when he gets the call from Danny about

Reuben. Without hesitation, he abandons the prize and jets to Las Vegas.

Rusty is worried about Reuben and is as keen to go after Bank as the rest of the

crew, but he supports the decision to offer Bank a Billy Martin. Like Danny, he knows

that’s the rule. But when Bank rejects the offer, he’s as anxious to bring down The Bank

as the others. Brad Pitt comments, “The message here is if someone screws over one of

them, he screws over all of them.”

LINUS CALDWELL

Linus Caldwell, played by Matt Damon, has been eager to take a more active role

in the planning and execution of each heist. In “Ocean’s Thirteen” he finally gets his

chance. He also gets the girl, but this romance is all part of the plan.

Sporting what Damon describes as “a ridiculous prosthetic nose for no real

reason,” Linus arrives at The Bank in the guise of Lenny Pepperidge, the “mouthpiece”

for a mega-rich Asian real estate mogul, who is actually none other than the gang’s

resident Chinese acrobat, Yen. While passing Yen off as a super high roller who is ready

to risk up to $10 million at The Bank casino, Linus is angling for—and gets—the

undivided attention of Abigail Sponder, Willy Bank’s right-hand woman.

“I finally got the love interest in one of these movies,” Damon says, admitting that

his character gets a little help generating “chemistry” with Ms. Sponder, played by Ellen

Barkin. “Linus is given these ultra-powerful pheromones, which act as an aphrodisiac to

maximize her attraction to him. The plan is for her to get him into the Diamond Room.”

The Diamond Room is where Bank keeps his collection of Tiffany & Co.

diamond necklaces for his wife—one necklace of five perfect diamonds for each of the

Five Diamond Awards his hotels have earned. Worth an estimated $250 million, the

necklaces are secured behind two-inch thick concussion-proof glass, wired with pressure-

sensitive seven digit coded alarms in an impenetrable room at the top of The Bank. Once

in the room, Linus has to keep Ms. Sponder distracted long enough to switch the diamond

necklaces for worthless fakes.

TERRY BENEDICT

Stealing the diamond necklaces was not part of the group’s original scheme. But

there was an unforeseen financial crimp in the plans that demanded they find someone to

bankroll them. At first glance—in fact, any way you look at it—Terry Benedict would

seem to be the last man Danny Ocean could turn to for help. But in keeping with the old

credo “The enemy of my enemy is my friend,” Benedict has his own personal stake in

beating The Bank.

Andy Garcia explains, “Terry is not happy about Willy Bank’s new hotel. It’s not

that it’s bigger or better than his; it shadows his pool. Terry is very proud of his pool. In

some ways, Terry Benedict and Willy Bank are cut from the same cloth; they made their

fortunes in a similar way and they’ve been longtime rivals. Terry Benedict always enjoys

a good game, especially against a formidable adversary. He’s been making money hand

over fist for a while now, and he’s feeling the need to be challenged in his life. Terry

would like to hurt Willy Bank. Terry feels hurting your rival is always good, and if

there’s money to be made in it, then it’s very good.”

Benedict agrees to lend Ocean and his crew the money they need, but he drives a

hard bargain. In exchange, they must steal Bank’s prized diamond necklace collection.

The stakes have just gotten higher.

Soderbergh remarks, “People really love Andy in this character, so, if we were

going back to Vegas, Terry had to be in the mix somewhere. I think we came up with a

fun and unexpected way to involve him.”

BASHER TARR

Basher Tarr, played by Don Cheadle, is the mechanical genius of the group, but

he also shows his sensitive side. With Reuben bedridden and in a deep depression,

Basher writes him sentimental letters filled with inspirational messages of hope and

friendship. Though the others might scoff, Cheadle states, “Basher believes that positive

thoughts can be very healing, so even while he’s deeply involved in the plan, he takes the

time to write Reuben letters of encouragement.”

In terms of his character, the words “deeply involved” could be taken literally. As

Basher, Cheadle spends a good part of the movie underground, where he is preparing to

shake things up for The Bank’s grand opening with the help of a massive drill, the very

one used to dig the Chunnel connecting England and France beneath the English

Channel. When the first drill dies a noisy death right in the middle of the job, they need

to buy a replacement—to the tune of $36 million—which is where Terry Benedict comes

in.

FRANK CATTON

A master at sleight of hand, Frank Catton will be needed on the casino floor on

the night of The Bank’s grand opening. In order to bypass security, Frank invents a new

variation of dominoes, dubbed “‘Nuff Said.” Reprising the role of Frank Catton, Bernie

Mac notes, “Frank has a lot of fun demonstrating this game. If you’ve ever played

dominoes, you know how intense it can get, so he claims this game is going to be hotter

than poker with a bigger return for the house.”

Frank introduces ‘Nuff Said to Bank at a gaming convention in Las Vegas and

manages to pique his interest. But when Bank doesn’t immediately take the bait, Terry

Benedict moves in with an offer to put ‘Nuff Said in one of his casinos, knowing Bank’s

competitive juices will seal the deal.

Mac says, “Willy Bank is a natural born killer. He’ll squash you and leave you

with nothing, which is what he did to Reuben, and that’s why we’re so determined to

bring him down. This time, it’s about payback.”

VIRGIL & TURK MALLOY

After all the months of planning and scheming, brothers Virgil and Turk Malloy

almost manage to bring down the entire operation, albeit with the best intentions.

For obvious reasons, all dice destined for casinos are carefully monitored from the

manufacturer to the gaming tables, so the gang knows the only sure way to load the dice

is at the point of production. Virgil is sent to Mexico to infiltrate the factory where The

Bank’s specially designed dice are being made. But, once there, Virgil loses sight of his

mission when he sees the working conditions at the factory. Instead of fixing the dice, he

decides to fix the problem and leads his co-workers in a revolt. With the factory locked

down and time running out, Danny sends Turk down to light a fire under Virgil. Bad

idea. Turk does light a fire, but it’s not exactly what Danny had in mind.

Turk is portrayed by Scott Caan, who relates, “Turk is supposed to be down there

getting Virgil and the operation back on track, but he ends up getting totally involved in

the strike. They may always be arguing, but Virgil is still his brother, and he has been

working in these terrible conditions, so, to Turk, it’s a legitimate crisis. But he forgets

the big picture.”

Casey Affleck, who plays Virgil, says that their onscreen bickering has become

second nature for the two actors when they are in character. “We can’t get away from it,”

he laughs. “You put the two of us in a scene and, even if it’s not written that way, we

start in. Scott will say something, I’ll say something back, and pretty soon we’re

wrestling on the floor. It can get really slapstick and silly, but we have a lot of fun.”

LIVINGSTON DELL

Livingston Dell, the electronics whiz who can tap into the most sophisticated

security system, has a different job on this particular scam. Called upon to rig the

automatic card shufflers used in blackjack, he discovers it’s not as easy as it looks.

Eddie Jemison admits of his character, “Livingston isn’t as good as he thinks he

is. He tries and tries, but he keeps making mistakes, so he’s forced to get an assist from

his old cohort Roman Nagel (played by Eddie Izzard). I think the engine that runs every

‘Ocean’s’ movie is that things keep going wrong and they have to think on the fly. I

think that’s why audiences root for them—because they are in over their heads and

you’re never quite sure if they are going to win.”

THE AMAZING YEN

Real-life Chinese acrobat Shaobo Qin is used to being called upon to insert

himself into tiny spaces and dangerous situations for his role as Yen. However, in

“Ocean’s Thirteen,” he finally gets to live the high life out in the open as an enigmatic

Chinese real estate magnate named Mr. Weng, whose $10 million stake allows him and

his “communicator,” Linus, access to one of The Bank’s exclusive highroller villas.

Yen’s acrobat skills also give him access to another kind of high life, as he has to

negotiate the hotel’s dangerous elevator shafts in service to the diamond heist.

Qin comments, “My role in the first and second movies was a lot easier because it

was more physical and the acrobatics come naturally to me. This film was much harder

because I had to learn a lot more lines.”

SAUL BLOOM

Comedy legend Carl Reiner returns in the role of Saul Bloom, the veteran con

man with a knack for flimflam. In “Ocean’s Thirteen,” Saul takes on the highfalutin

persona of Kensington Chubb, who gives Ms. Sponder a none-too-subtle hint to make her

believe he holds the key to the hotel’s coveted five-star rating. Saul is immediately given

the V.I.P. treatment, even as the incognito true hotel reviewer (played by David Paymer)

is demoted to V.U.P. (Very Unimportant Person) and is then put through the mill,

courtesy of Ocean’s eleven. Suffice it to say, the stars won’t be out on The Bank’s

opening night.

“There’s nothing better than a comeuppance,” Reiner smiles, “particularly when

somebody deserves it as much as Willy Bank does. The comeuppance angle was one of

the things I loved about the script, but the best thing about doing this movie was seeing

all the guys again. I felt privileged to be back and working with this cast and Steven and

Jerry.”

Reiner’s professional relationship with Jerry Weintraub dates back to 1977’s “Oh,

God,” which Reiner directed and Weintraub produced. “Jerry is exactly the same as he

was back then,” the actor says. “He’s a dogged individual who will move heaven and

earth to get what he wants. Everything he has ever promised he has delivered, which is

why I always trust him. Jerry’s word is his bond.”

REUBEN TISHKOFF

Veteran actor Elliott Gould reprises the role of Reuben Tishkoff, whose near-fatal

collapse, brought on by Willy Bank’s betrayal, is the catalyst for the reunion of Ocean’s

eleven. Before “Ocean’s Thirteen,” it had always been Reuben who could be counted on

to help his friends. We first met him in “Ocean’s Eleven” when he bankrolled the

infamous robbery that cost Terry Benedict $160 million. In “Ocean’s Twelve,” when

someone ratted the gang out to Benedict, it was Reuben who came to their rescue with

the funds for their European adventure. Now it is their turn to come to Reuben’s aid and

restore his will to live.

Gould offers, “Reuben has always been an anchor for the group, but he has been

in some degree of denial about a newer and younger breed running the show. He’s been

hungry to get back into the action, so even though Danny warned him very emphatically

not to get involved with Willy Bank, Reuben wouldn’t listen. There is something

traditional and old-school about him—he thought he could trust Willy just because they

both shook Frank Sinatra’s hand. He still believes there is a code between people who go

back far enough to have shaken Ol’ Blue Eyes’ hand, so he wasn’t prepared for Willy to

be so cutthroat and unscrupulous.”

THE MARKS

WILLY BANK

The addition of Al Pacino to the “Ocean’s Thirteen” ensemble in the pivotal role

of Willy Bank was orchestrated by Jerry Weintraub, who states, “We had worked

together years ago, and he’s an old friend of mine. He’s such a great actor and he fit right

into the mix.”

Although Pacino had worked with Weintraub, “Ocean’s Thirteen” marks his first

collaboration with Steven Soderbergh. “It was a great experience working with Steven,”

he remarks. “He makes scenes come alive for you, which is one of the things great

directors do. He creates a certain ambience on the set, a feeling of comfort that frees you

up as an actor.”

“I don’t think there is any filmmaker—certainly not one from my generation—

who doesn’t admire Al Pacino and wouldn’t want the opportunity to work with him,”

Soderbergh says. “For the role of Willy Bank, we needed somebody with enough power

onscreen to come across as a threat to these guys. That’s a very short list.”

Pacino notes, “Steven and I talked about how this character treads the line

between being formidable and a little crazy. Willy Bank is a megalomaniac. His hotels

are everything to him, which is why he’s so obsessed with the Five Diamond Awards.

They have become his cause celebre, his reason for being, which is a little pathetic when

you think about it. When Danny Ocean first approaches him about Reuben, Willy thinks

he knows his adversary, and believes Ocean’s gang is no match for him. In some

perverse way, he enjoys engaging in this kind of contest of wills, and it was a treat for me

to play.”

ABIGAIL SPONDER

Even an egomaniac like Willy Bank knows he can’t do it alone and must have

that one person at his side that he can trust. The only woman in the main cast of

“Ocean’s Thirteen,” Ellen Barkin joined the ensemble as Abigail Sponder, Bank’s right-

hand woman, who is almost as driven as he is.

“Abigail takes her orders from Bank, but she is nobody’s assistant,” Barkin

asserts. “She is a tough executive who keeps everything together and can even do the

dirty work when required. This is a woman who lives in Vegas and works 24/7. She

doesn’t have much of a private life, which is one reason she is so vulnerable to Lenny

Pepperidge’s flattery and is so easily tricked,” she adds, referring to her seduction scenes

with Matt Damon, playing Linus Caldwell, playing Lenny Pepperidge. “She’s not used

to being one-upped, let alone completely duped.

“It’s fun to do comedy,” Barkin continues. “It’s especially fun with somebody as

inventive and spontaneous and quick as Matt is. We had a great rapport on the set.”

Barkin had made her feature film debut in the Jerry Weintraub-produced “Diner,”

and she had shared the screen with Al Pacino in the thriller “Sea of Love,” but

Soderbergh reveals that she also had an earlier connection to the “Ocean’s” films. “Ellen

actually had a scene in ‘Ocean’s Twelve,’ but it ended up being cut out of the movie, so I

owed her one,” he laughs. “Actually, her scene was with Matt and it involved sexual

tension, so when we were thinking of who should play Ms. Sponder, it was an easy call.”

THE SCENE OF THE CRIME

“Ocean’s Thirteen” returns to the milieu gamblers know best: Las Vegas. “First

of all, we wanted to return to the setting of ‘Ocean’s Eleven,’” Weintraub states. “Vegas

has cachet; it’s the entertainment capital of the world and a pretty incredible place.”

While some exterior scenes were filmed on location in Las Vegas, the logistics of

finding a new casino and then taking it over for the length of the production compelled

the filmmakers to shoot the bulk of the film in the controlled environment of soundstages

on the Warner Bros. lot.

Soderbergh attests, “To film everything on practical locations in Vegas would

have taken twice as long and, in order to get the shots that I wanted, I needed to

completely control the environment. When you added it all up, it made sense to build it.”

The director’s longtime collaborator, production designer Philip Messina, came

onboard to orchestrate the transformation of a cavernous soundstage into a lavish Las

Vegas hotel and casino. “I told Phil I wanted it to be beautiful but in a slightly mad

way,” says the director. “The whole idea is that Willy Bank has designed an entire casino

to his own crazy specifications.”

“I thought, ‘This may be the only time I’ll ever get to design and build something

of this scale, so I’m going for it,’” Messina grins. The motif for The Bank hotel and

casino was Messina’s original concept. “The aesthetic of the hotel was a quasi-Asian

theme. It had to be bold because Vegas is all about spectacle, and we needed to create

that. I find Vegas to be visually overwhelming, but there is also a freedom of style in the

city that is exciting from a design perspective.”

The designer relates, “One of the first major rules we broke was having a multilevel

gaming floor. Everyone said, ‘They don’t do that in Vegas,’ and I said, ‘That’s

exactly why I want to do it.’ Most casinos are all about real estate, they go on for miles.

We didn’t have that opportunity, so I decided that going up vertically would multiply our

footprint.”

The multi-level casino set was constructed on Stage 16, one of the largest

soundstages in Los Angeles. The sheer size of the soundstage made it perfect for the

large set; however, much of its floor is taken up by a gigantic water tank, which presented

a challenge to Messina and his team. “Because it was a hollow floor and because our set

was so big and the weight on it was going to be huge, it had to be structurally

engineered,” Messina explains. “There were a lot of things we had to do to the stage

before we even began to build.”

One of the larger set pieces is the casino elevator, weighing in at 37,000 pounds

with one car that worked on each level of the casino. Messina’s crew had to dig down

into the stage’s foundation and put special footings in to hold it. It turned out to be one of

the most complicated pieces on the set.

Lighting the casino was also a massive undertaking. All the lighting was built

into the set, so that once the director, the cast and the extras were in the room, no

additional lights were employed. Messina incorporated light fixtures into all of the

gaming tables, which, he offers, “worked well, especially to cast light on people around

the tables. We knew the fixtures hanging from the ceiling would create enough broad

ambient light, so it was a matter of injecting specific areas of light so you didn’t just have

that big flat light.”

Soderbergh and Messina also utilized several large and distinctive chandeliers in

lighting the sets. Hanging over the craps tables is a 9,000-pound fixture made of

handblown Austrian glass which arrived at the studio in ten packing crates. Each strand

of glass was numbered and it took a five-person team an entire week to install it, hanging

each strand individually. Supports had to be added to the stage roof to hold the weight.

As decorative as the chandelier was, it served an even more practical function for the

director as a key light.

Over the lobby area is a sculptured chandelier made by well-known conceptual

artist Jacob Hashimoto, who came over from his studio in Italy to personally supervise

the installation. The chandelier was made up of thousands of individual pieces that had

to be placed one by one onto the set’s ceiling.

One of the more spectacular lighting fixtures was in the Diamond Room, where

Willy Bank’s five diamond necklaces are stored. Called “The Cascade,” the chandelier

was borrowed from the Swarovski Crystal Company. It was twenty feet tall and two feet

in diameter and each crystal had to be individually hooked onto the hardware holding it

to the ceiling.

The lights hanging over the main casino floor were designed by Messina and his

wife, Kristen Toscano Messina, the set decorator. Made of a fiberglass resin, they were

carved and molded by the art department. Inside the fixtures are movie lights with gels

and diffusion. “Essentially,” Messina notes, “it was a way to mask film lights and, at the

same time, have a sculptural element.”

The casino set was furnished with a wide variety of slot machines, provided by

Aristocrat Technologies, Inc.—all working, though no actual money was used—and 32

gaming tables, including roulette, craps, blackjack, pai gow and, of course, the newest

game in town, ‘Nuff Said. Each table was branded with The Bank emblem, as were the

thousands of chips and even the dice. “The hardest part was to keep the extras and crew

from gaming during down times,” Messina winks. “I think there were more than a few

side games going on during filming.”

Weintraub states, “Phil created one of the most believable sets I’ve seen in my

life. We brought people onto the casino set and they’d forget they were on a soundstage.

He designed everything in such complete detail that we could have opened it for

gambling…if only I could have figured out how to do it,” he laughs.

Soderbergh agrees. “I don’t think any of us will see a set like that for a long

time…perhaps never. It’s just one of those rare opportunities to do something

extraordinary, and Phil was the perfect person to do it.”

Location filming also took place in and around Southern California, most notably

the high desert town of Rosamond, which became the location for the Mexican dice

factory. In addition, the company traveled to Las Vegas for several key scenes. Terry

Benedict’s office was in the Bellagio Hotel’s corporate offices, and the hotel’s Fontana

Bar doubled for the convention center where Frank Catton introduces the game ‘Nuff

Said. The filmmakers also took advantage of the fact that an addition to the Venetian

hotel was under construction during filming, using the site for The Bank construction

zone where Danny Ocean offers Bank a Billy Martin.

Another practical location was the Southwest Airlines gate area at Las Vegas’

McCarran International Airport, where a scene was filmed with George Clooney, Brad

Pitt and Matt Damon.

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 choice being

shades of pink. The color was actually determined by the palette of The Bank, where the

character works and spends the majority of her time. Frogley expounds, “The idea was

for Abigail to have a signature color and it worked because I was already using it for

uniforms in the hotel. It helped tie her in as being an employee, although not in a

uniform.”

For Pacino, Frogley says that she first made up a board of reference photographs

to show the actor “where we were coming from and the look we were modeling his

character’s wardrobe after. His suits were from Battaglia. Bank would obviously have

custom-made suits, but we wanted them to be a little on the loud side. We showed him a

lot of different suits in different colors and he was thrilled with the direction we were

going.”

JOIN THE CLUB

During the filming of “Ocean’s Thirteen,” Jerry Weintraub did not want the

ensemble cast to withdraw to their individual trailers when they were not on set, so he

came up with an idea that came to be called “The Ocean’s Club.” He explains, “I wanted

a place for everybody to hang out because this is a movie about camaraderie. I thought of

it, our executive producer Susie Ekins put it together and Phil Messina designed it.”

Weintraub found an unused conference room attached to one of the soundstages

they were using and had it turned into a proper club, complete with television, foosball

tables, gaming tables and reading material. Breakfast, lunch and, on late nights, dinner

were also available in the club.

Steven Soderbergh enjoyed the space so much that he had them move his portable

Avid into the club and used it as his editing room during production. “The Ocean’s Club

was a great idea of Jerry’s,” the director asserts. “It’s not something I ever would have

thought of, but it ended up being a perfect place for people to go and decompress. When

the movie was wrapped, I think everyone missed spending time there with whomever you

might run into. It really did have a positive impact on the production.”

Though the Ocean’s Club was permanently closed when filming was completed,

Weintraub made sure it would live on with the cast and filmmakers. He gave each of

them an Ocean’s Club card inscribed with the dictum: “You are a Lifetime Member. But

if any one of us sees any other member any place in the world and you don’t have your

card with you, you buy the drinks.”

# # #

ABOUT THE CAST

GEORGE CLOONEY (Danny Ocean) is an Academy Award-winning actor,

who has also been honored for his work as a writer, director and producer. He next stars

in the title role of the drama “Michael Clayton,” for director Tony Gilroy. The film is

slated for release in fall 2007.

He is currently in production on the romantic comedy “Leatherheads,” which he

is directing and producing from a screenplay he co-wrote. Clooney is also starring in the

film opposite Renée Zellweger. “Leatherheads” is the first film to be produced by Smoke

House, the production company Clooney recently launched with Grant Heslov. Later this

summer, he begins filming the Coen brothers’ dark comedy “Burn After Reading,” in

which he stars with Brad Pitt and Frances McDormand.

In 2006, Clooney earned three Academy Award nominations: Best Director and

Best Original Screenplay for “Good Night, and Good Luck.”; and Best Supporting Actor

for his role in “Syriana.” It marked the first time in Academy history that an individual

received acting and directing nominations for two different films. Clooney won the Best

Supporting Actor Oscar that year for his performance in “Syriana,” on which he also

served as executive producer.

Clooney’s work on “Good Night, and Good Luck.” and “Syriana” also brought

him numerous other accolades. For the first, he garnered dual Golden Globe, BAFTA,

and Critics’ Choice Award nominations for Best Director and Best Screenplay;

nominations for both a Directors Guild of America Award and a Writers Guild of

America Award; an Independent Spirit Award nomination for Best Director; and a Screen

Actors Guild (SAG) Award nomination for Best Ensemble, shared with the cast. The

Broadcast Film Critics Association also presented Clooney with its Freedom Award for

“Good Night, and Good Luck.” In addition, he won a Golden Globe Award and earned

BAFTA, SAG and Critics’ Choice Award nominations for Best Supporting Actor for his

role in “Syriana.”

Both films were produced under the banner of Section Eight, the production

company in which Clooney was partnered with Steven Soderbergh. Section Eight also

produced 2002’s “Confessions of a Dangerous Mind,” which marked Clooney’s film

directorial debut. For his directing work on that film, he won a Special Achievement in

Film Award from the National Board of Review. Other Section Eight films included

“Insomnia” and “Far From Heaven,” which Clooney executive produced; “Ocean’s

Eleven”; “Ocean’s Twelve”; “The Jacket”; “Full Frontal”; and “Welcome to

Collinwood.” For Section Eight’s television division, Clooney executive produced and

directed five episodes of “Unscripted,” a reality-based show that debuted on HBO in

2005. He was also an executive producer and cameraman for HBO’s “K Street.”

Clooney previously won a Golden Globe Award for Best Actor in a Motion

Picture Musical or Comedy for his work in the Coen brothers’ acclaimed 2000 comedy

“O Brother, Where Art Thou?” He also earned critical acclaim for his work in the award-

winning drama “Three Kings” and the Oscar-nominated “Out of Sight,” which was his

first collaboration with Soderbergh. Clooney’s other film credits include “Solaris,” “The

Peacemaker,” “Batman & Robin,” “One Fine Day” and “From Dusk Till Dawn.”

Clooney has starred in several television series but is best known for his five years

on the hit NBC drama “ER.” His portrayal of Dr. Douglas Ross earned him Emmy

Award, Golden Globe and SAG Award nominations. Additionally, he was an executive

producer and co-star of the live television broadcast of “Fail Safe,” a 2000 telefilm based

on the early 1960s novel of the same name. “Fail Safe” was nominated for both Golden

Globe and Emmy Awards for Best Miniseries or Motion Picture Made for Television.

BRAD PITT (Rusty Ryan), one of the film industry’s most prominent stars, is an

award-winning actor and has also gained great success as a producer under his Plan B

banner.

Pitt most recently earned a Golden Globe Award nomination for Best Supporting

Actor for his performance in Alejandro González Iñárritu’s acclaimed drama “Babel,”

opposite Cate Blanchett. He also shared in a Screen Actors Guild Award nomination for

Outstanding Performance by a Motion Picture Cast.

Pitt next stars as Jesse James in Andrew Dominik’s “The Assassination of Jesse

James by the Coward Robert Ford,” which Pitt also produced through Plan B and is set

for release this September. He then plays the title role in the romantic fantasy “The

Curious Case of Benjamin Button,” which reunites him with Cate Blanchett and marks

his third collaboration with director David Fincher. The film is due out in May 2008.

Later this year, he will begin filming the Coen brothers’ dark comedy “Burn After

Reading,” in which he stars with George Clooney and Frances McDormand.

For Plan B, Pitt recently served as a producer on Martin Scorsese’s Oscar-

winning Best Picture “The Departed,” and Ryan Murphy’s “Running with Scissors,”

starring Annette Bening, Gwyneth Paltrow and Alec Baldwin. Plan B’s upcoming

projects include “A Mighty Heart,” starring Angelina Jolie; “Shantaram,” starring Johnny

Depp under the direction of Mira Nair; and “The Time Traveler’s Wife,” starring Rachel

McAdams and Eric Bana. Plan B previously produced Tim Burton’s fantasy hit “Charlie

and the Chocolate Factory,” starring Johnny Depp; and Wolfgang Petersen’s historical

epic “Troy,” in which Pitt also starred.

Born in Oklahoma, Pitt began his acting career with smaller roles in films and on

television. In 1991, he first gained the attention of critics and audiences with his

breakthrough performance as the seductive hitchhiker in Ridley Scott’s controversial hit

“Thelma & Louise.” He went on to star in Robert Redford’s “A River Runs Through It,”

Dominic Sena’s “Kalifornia” and Neil Jordan’s “Interview with the Vampire.”

Pitt received a Golden Globe Award nomination for Best Actor in a Motion

Picture Drama for his performance in 1994’s “Legends of the Fall,” in which he starred

with Anthony Hopkins. Two years later, he was honored with an Academy Award

nomination and won a Golden Globe Award for Best Supporting Actor for his role in

Terry Gilliam’s “Twelve Monkeys.”

Pitt subsequently earned praise for his work in the David Fincher films “Se7en”

and “Fight Club”; Jean-Jacques Annaud’s “Seven Years in Tibet”; and Guy Ritchie’s

“Snatch.” He also joined an all-star ensemble cast, including George Clooney, Julia

Roberts, Matt Damon, Don Cheadle and Bernie Mac, in Steven Soderbergh’s hit remake

of “Ocean’s Eleven.” Pitt also starred in the sequel “Ocean’s Twelve,” which reunited

the cast and director Soderbergh; and the smash hit action comedy “Mr. & Mrs. Smith,”

opposite Angelina Jolie.

Pitt’s additional film credits include: Tony Scott’s “Spy Game,” with Robert

Redford; Gore Verbinski’s “The Mexican,” with Julia Roberts and James Gandolfini; the

title role in Martin Brest’s “Meet Joe Black”; Alan J. Pakula’s “The Devil’s Own”; Barry

Levinson’s “Sleepers”; Tony Scott’s “True Romance”; Ralph Bakshi’s “Cool World”;

and “Johnny Suede,” which was named Best Picture at the 1991 Locarno International

Film Festival. Pitt has also made cameo appearances in Soderbergh’s “Full Frontal” and

George Clooney’s “Confessions of a Dangerous Mind,” and lent his voice to the title

character in the animated feature “Sinbad: Legend of the Seven Seas.”

MATT DAMON (Linus Caldwell) is an Academy Award-winning screenwriter,

in addition to being honored for his work as an actor. He most recently starred in Martin

Scorsese’s Oscar-winning Best Picture “The Departed,” with Leonardo DiCaprio, Jack

Nicholson and Mark Wahlberg, and in Robert De Niro’s dramatic thriller “The Good

Shepherd,” with De Niro and Angelina Jolie.

Damon next stars in “The Bourne Ultimatum,” in which he reprises the title role

of Jason Bourne from the hit action thrillers “The Bourne Identity” and “The Bourne

Supremacy.” Directed by Paul Greengrass, “The Bourne Ultimatum” is due out in

August 2007.

Hailing from Boston, Damon attended Harvard University and gained his initial

acting experience at the American Repertory Theatre. He made his feature film debut in

“Mystic Pizza,” followed by the TNT telefilm “Rising Son.” His early credits also

include roles in “School Ties,” Walter Hill’s “Geronimo: An American Legend” and

Tommy Lee Jones’ “The Good Old Boys,” for TNT. Damon first caught the attention of

critics and audiences with his portrayal of a guilt-ridden Gulf War veteran tormented by

memories of a battlefield incident in 1996’s “Courage Under Fire.”

However, 1997 would prove to be Damon’s breakout year. Together with his

friend Ben Affleck, he co-wrote the acclaimed drama “Good Will Hunting,” in which

Damon also starred in the title role of a troubled math genius. The film brought him an

Academy Award and a Golden Globe Award (shared with Ben Affleck) for Best Original

Screenplay. Damon also garnered Oscar and Golden Globe nominations for his

performance in the film, as well as two Screen Actors Guild (SAG) Award nominations:

one for his individual performance and a second for Outstanding Cast Performance. Also

in 1997, Damon starred as an idealistic young attorney in Francis Ford Coppola’s “The

Rainmaker” and made a cameo appearance in Kevin Smith’s “Chasing Amy.”

In 1998, Damon played the title role in Steven Spielberg’s award-winning World

War II drama “Saving Private Ryan,” for which he shared in another SAG Award

nomination for Outstanding Cast Performance. That same year, he also starred in John

Dahl’s drama “Rounders,” with Edward Norton.

Damon earned his third Golden Globe nomination for his performance in 1999’s

“The Talented Mr. Ripley,” under the direction of Anthony Minghella. He also reunited

with Ben Affleck and director Kevin Smith to star in the controversial comedy “Dogma.”

In 2000, Damon starred in Robert Redford’s “The Legend of Bagger Vance” and

Billy Bob Thornton’s “All the Pretty Horses.” The next year, he joined an all-star cast,

including George Clooney, Brad Pitt and Julia Roberts, in Steven Soderbergh’s hit

remake of the Rat Pack comedy “Ocean’s Eleven.” Damon followed with his first action

role when he starred as Jason Bourne in 2002’s mega-hit action thriller “The Bourne

Identity.” In 2004, he starred in the sequels “Ocean’s Twelve” and “The Bourne

Supremacy.”

Damon’s recent film work also includes Stephen Gaghan’s geopolitical thriller

“Syriana,” with George Clooney; the Farrelly brothers’ comedy “Stuck On You,”

opposite Greg Kinnear; Terry Gilliam’s “The Brothers Grimm,” with Heath Ledger; and

a cameo appearance in George Clooney’s “Confessions of a Dangerous Mind.”

Lifelong friends Damon and Affleck formed the production company LivePlanet

to produce film, television and new media projects. LivePlanet produced three Emmynominated

seasons of “Project Greenlight,” chronicling the making of independent films

by first-time writers and directors. The resulting “Project Greenlight” films to date are

“Stolen Summer,” “The Battle of Shaker Heights” and “Feast.” The newest LivePlanet

project is the documentary “Running the Sahara,” directed by Academy Award winner

James Moll.

ANDY GARCIA (Terry Benedict) is a multi-faceted artist who has been honored

for his work as an actor, producer, director and composer/musician.

In 2005, Garcia made his feature film directorial debut with “The Lost City,” a

project he had been developing for 17 years. He also starred with Dustin Hoffman and

Bill Murray in the film, which was produced in association with Garcia’s production

company, CineSon Productions. In addition, Garcia composed the original score for the

film and also produced the soundtrack, which features several legends from the Cuban

music world. For “The Lost City,” Garcia earned Best Director and Best Film Awards at

the 2006 Imagen Awards. He also just received a Best Director Award nomination at the

2007 ALMA Awards.

Earlier this year, Garcia starred in Joe Carnahan’s “Smokin’ Aces,” with Ben

Affleck, Jeremy Piven and Ray Liotta, and he stars in the independent drama “The Air I

Breathe,” which premiered at the 2007 Tribeca Film Festival. His recent film credits also

include the title role in the biographical drama “Modigliani,” which he also executive

produced, and Philip Kaufman’s thriller “Twisted,” with Ashley Judd and Samuel L.

Jackson. In addition, Garcia joined the all-star ensemble cast of Steven Soderbergh’s hit

remake of the Rat Pack comedy “Ocean’s Eleven,” and reunited with the director and the

cast, including George Clooney, Brad Pitt and Matt Damon, in the sequel “Ocean’s

Twelve.”

Garcia previously garnered Academy Award and Golden Globe Award

nominations for Best Supporting Actor for his performance in Francis Ford Coppola’s

“The Godfather: Part III.” He later received an Emmy Award nomination and his second

Golden Globe Award nomination for his portrayal of legendary Cuban trumpeter Arturo

Sandoval in HBO’s 2000 biopic “For Love or Country: The Arturo Sandoval Story.” As

the executive producer of the telefilm, Garcia also earned an Emmy nomination for

Outstanding Made for Television Movie. The film was also Golden Globe-nominated for

Best Miniseries or Made for Television Movie. In addition, Garcia produced the movie’s

soundtrack and the Emmy-winning score, featuring the music of Arturo Sandoval. The

film won two ALMA Awards as Best Made for TV Movie or Miniseries and as

Outstanding Latin Cast in a Made for TV Movie or Miniseries.

In 1991, Garcia formed his own production company, CineSon Productions.

Under the CineSon banner, he made his directorial debut with the documentary concert

film “Cachao…Como Su Ritmo No Hay Dos (Like His Rhythm There Is No Other),”

about the legendary co-creator of the Mambo, Israel López “Cachao.”

On the music side, Garcia produced and performed on Volumes I and II of

Cachao –- Master Sessions (Crescent Moon/Sony), the first a 1994 Grammy Award

winner, and the latter a 1995 Grammy Award nominee. The CD Cachao – Cuba Linda

(EMI Latin), produced by Garcia’s CineSon record label, was nominated for a 2001

Grammy and a 2000 Latin Grammy Award. Garcia won both Grammy and Latin

Grammy Awards for his latest collaboration with Israel Lopez “Cachao,” ¡Ahora Sí!

(Univision), their fourth record on the CineSon label, released in 2004. Additionally,

Garcia composed four songs for the soundtrack of the film “Steal Big, Steal Little,” in

which he also starred; and wrote, produced and performed several songs for the

soundtrack of “Just The Ticket,” a film he starred in and produced.

Born in Havana, Garcia was only five when his family fled to Florida after Fidel

Castro’s takeover of his homeland. He began acting in regional theatre before moving to

Los Angeles to pursue a film career. Garcia first gained attention in Hal Ashby’s “8

Million Ways to Die,” and includes among his other films Brian De Palma’s “The

Untouchables,” Ridley Scott’s “Black Rain,” Mike Figgis’ “Internal Affairs,” Kenneth

Branagh’s “Dead Again,” Stephen Frears’ “Hero,” Luis Mandoki’s “When A Man Loves

A Woman,” Gary Fleder’s “Things to Do in Denver When You’re Dead,” Sidney

Lumet’s “Night Falls on Manhattan” and Barbet Schroeder’s “Desperate Measures.”

DON CHEADLE (Basher Tarr) is an award-winning actor of the stage, screen

and television. He was recently honored with an Academy Award nomination for Best

Actor for his work in 2004’s searing true-life drama “Hotel Rwanda.” His portrayal of

Paul Rusesabagina, the hotel manager who saved hundreds from slaughter during

Rwanda’s genocidal massacres, also brought him Golden Globe and Critics’ Choice

Award nominations, as well as dual Screen Actors Guild (SAG) Award nods, one for

Best Actor and another as part of the nominated cast. In 2005, he joined the ensemble

cast in Paul Haggis’ Oscar-winning Best Picture “Crash,” on which Cheadle also served

as a producer. He earned a BAFTA Award nomination for his performance in that

movie, in addition to sharing in a SAG Award for Outstanding Motion Picture Cast.

He most recently starred in the critically acclaimed drama “Reign Over Me,” with

Adam Sandler. This summer, he stars in “Talk to Me,” a biopic about Ralph “Petey”

Greene, an ex-con who became a popular 1960s talk show host and community activist.

Cheadle also executive produced the film, which was directed by Kasi Lemmons.

Cheadle previously worked with director Steven Soderbergh in “Ocean’s Eleven”

and “Ocean’s Twelve”; the Oscar-winning drama “Traffic,” for which he shared in a

SAG Award for Outstanding Motion Picture Cast; and “Out of Sight.” His film credits

also include Brett Ratner’s “After the Sunset”; “The Assassination of Richard Nixon,”

with Naomi Watts and Sean Penn; “The United States of Leland”; Dominic Sena’s

“Swordfish,” with John Travolta and Halle Berry; Brett Ratner’s “The Family Man,” with

Nicolas Cage; Brian De Palma’s “Mission to Mars”; “Bulworth,” directed by and starring

Warren Beatty; Paul Thomas Anderson’s critically acclaimed “Boogie Nights”;

“Volcano,” with Tommy Lee Jones; and John Singleton’s “Rosewood,” for which

Cheadle earned an NAACP Image Award nomination. Cheadle’s breakout performance

had been in the 1995 crime drama “Devil in a Blue Dress,” for which he had been named

the year’s Best Supporting Actor by the Los Angeles Film Critics Association.

Cheadle has also been recognized for his work on the small screen. In 1999, he

won a Golden Globe Award and received an Emmy Award nomination for his portrayal

of Sammy Davis Jr. in the HBO movie “The Rat Pack.” That same year, he garnered a

second Emmy nomination for his starring role in HBO’s “A Lesson Before Dying,” based

on Ernest J. Gaines’ best-selling novel. He earned a third Emmy nomination for his work

in Showtime’s “Things Behind the Sun,” directed by Allison Anders. Cheadle more

recently received his fourth Emmy nod for his recurring guest role on NBC’s hit series

“ER.” His additional television credits include CBS’s live broadcast of the Cold War

drama “Fail Safe,” directed by Stephen Frears; HBO’s “Rebound: The Legend of Earl

‘The Goat’ Manigault”; and a regular role on the David E. Kelley series “Picket Fences.”

An accomplished stage actor, Cheadle originated the role of Booth in Suzan-Lori

Parks’ Pulitzer Prize-winning play “Top Dog/Underdog,” under the direction of George

C. Wolfe at New York’s Public Theatre. His theatre work also includes productions of

“Leon, Lena and Lenz,” “The Grapes of Wrath,” “Liquid Skin,” “Cymbeline,” “`Tis Pity

She’s a Whore” and Athol Fugard’s “Blood Knot.” He also directed productions of

“Cincinnati Man,” “The Trip” and “Three, True, One.”

Apart from his acting, Cheadle is also a talented musician who plays saxophone,

writes music and sings. He was also nominated for a Grammy Award for Best Spoken

Word Album for his narration/dramatization of the Walter Mosley novel Fear Itself. In

addition, he recently co-authored (with John Prendergast) the book Not on Our Watch – A

Mission to End Genocide in Darfur and Beyond (Hyperion), to help focus the world’s

attention on this humanitarian crisis. The book offers strategies that readers can

implement to make a difference in the fates of people in Darfur and other crisis zones.

BERNIE MAC (Frank Catton) has risen from the small comedy clubs of Chicago

to become one of today’s most popular comedy actors and stand-up comedians. In

addition to starring in both films and television shows, he continues to sell out arenas and

theatres across the country.

Mac recently signed a first-look deal with Lionsgate Entertainment, along with

partner Steven Greener. Through his production company, MacMan Entertainment, Mac

will produce and star in feature films for the studio, as well as develop four Dean Martin-

style celebrity roasts that will go directly to DVD.

He can currently be seen in the Lionsgate feature “Pride,” based on the true-life

story of determined swim coach Jim Ellis (Terrence Howard) who starts a swim team for

troubled teens at the Philadelphia Department of Recreation. Mac plays the janitor who

with Ellis fights to keep the recreation center open for the kids. This summer, Mac stars

in the much-anticipated action adventure “Transformers,” directed by Michael Bay.

Mac previously starred in Steven Soderbergh’s ensemble caper comedies

“Ocean’s Eleven” and “Ocean’s Twelve.” He has also recently starred in the feature

films “Head of State,” directed by and starring Chris Rock; the sequel “Charlie’s Angels

2: Full Throttle”; the holiday hit “Bad Santa,” with Billy Bob Thornton; the baseball

comedy “Mr. 3000”; and “Guess Who,” a comedy loosely based on the classic film

“Guess Who’s Coming to Dinner.”

In 2001, Mac created the family television comedy series “The Bernie Mac

Show,” which he also starred in and produced. He received Emmy Award nominations

for Outstanding Lead Actor in a Comedy Series in 2002 and 2003, and the show won an

Emmy for “Outstanding Writing in a Comedy Series” in 2003. The show also received

the Peabody Award, two Television Critics Association Awards for Best Comedy Series

and Best Comedy Performance, and an NAACP Image Award for Best Comedy Series

and Best Actor.

A founding member of the “Kings of Comedy,” Mac displayed his trademark

rapid-fire wit and hard-hitting delivery on the show’s sell-out tour. The success of the

tour spawned Spike Lee’s 2000 hit concert film “The Original Kings of Comedy.”

Born and raised in Chicago, Mac made his television debut on the landmark HBO

comedy series “Russell Simmons’ Def Comedy Jam,” which led to his being cast in the

Damon Wayans feature “Mo’ Money,” which marked Mac’s feature film debut. His

other film credits include the Eddie Murphy/Martin Lawrence comedy “Life,” “House

Party 3,” “How to Be a Player” and “What’s the Worst That Could Happen?”

Never one to focus on any single medium, Mac wrote his first book, entitled I

Ain’t Scared of You, which was published in Fall 2001. In it, he rips through such topics

as sex, religion, hygiene, celebrity and more, without missing a beat. In his second book,

a more traditional autobiography entitled Maybe You Never Cry Again, Mac tells of

growing up in Chicago and the hardships and obstacles in his path to success.

ELLEN BARKIN (Abigail Sponder) has been one of the industry’s most

respected actresses for more than 25 years, with a wide range of roles in projects

encompassing major motion pictures and acclaimed independent films, as well as

television and theatre. She recently received rave reviews for her work in the

independent feature “Palindromes,” directed by Todd Solondz, and also starred in Spike

Lee’s comedy “She Hate Me.”

In addition, Barkin won an Emmy Award for her performance in the Oprah

Winfrey-produced telefilm “Before Women Had Wings.” Her portrayal of an alcoholic,

abusive mother in that project also brought her a Golden Globe Award nomination for

Best Actress in a Miniseries or Motion Picture Made for Television.

Before starting her acting career, the Bronx native attended the prestigious High

School of the Performing Arts in New York and studied drama and history at Hunter

College. She continued to hone her acting skills in workshops at the renowned Actors

Studio. Barkin made her professional acting debut in 1980, appearing in a theatrical

production of “Irish Coffee.” In 1982, she starred in the original off-Broadway

production of “Extremities,” with Susan Sarandon and James Russo.

That same year, Barkin broke onto the big screen as the female lead in Barry

Levinson’s acclaimed comedic drama “Diner,” playing the vulnerable, neglected wife of

an obsessive husband. Her early film work also includes starring roles in Bruce

Beresford’s “Tender Mercies,” with Robert Duvall; Sidney Lumet’s “Daniel”; “Eddie

and the Cruisers”; “Harry & Son,” directed by and also starring Paul Newman; and Jim

Jarmusch’s “Down by Law.”

Barkin continued to captivate both critics and audiences when she starred as a

sultry attorney in Jim McBride’s crime drama “The Big Easy,” with Dennis Quaid. She

then delivered another memorable performance opposite Al Pacino in Harold Becker’s

hit romantic thriller “Sea of Love,” starring as the seductive prime suspect in a string of

murders who becomes involved with the lead detective on the case.

Barkin went on to earn a Golden Globe nomination for Best Actress in a Motion

Picture – Comedy or Musical for her performance as a man trapped in a woman’s body in

Blake Edwards’ “Switch.” She also starred opposite Robert De Niro and Leonardo

DiCaprio in Michael Caton-Jones’ drama “This Boy’s Life,” based on the

autobiographical book by Tobias Wolff. Barkin portrayed Caroline, a mother who is

trying to provide a stable life for her young son but whose marriage instead traps them in

a life of dysfunction and abuse.

Her other notable film credits include “Someone Like You,” with Ashley Judd

and Hugh Jackman; “Drop Dead Gorgeous,” with Kirsten Dunst; Tony Scott’s “The

Fan,” with Robert De Niro; “Wild Bill,” alongside Jeff Bridges; “Bad Company,” with

Laurence Fishburne; Bob Rafelson’s “Man Trouble,” opposite Jack Nicholson; Mike

Newell’s “Into the West”; and “Desert Bloom,” opposite Jon Voight.

AL PACINO (Willy Bank) is one of the most honored actors of our time. An

eight-time Academy Award nominee, he won an Oscar for Best Actor for his

performance in “Scent of a Woman.” His work in that film also brought him a Golden

Globe Award. Pacino received his first Academy Award nomination in 1973 for his

portrayal of Michael Corleone in “The Godfather.” Over the next three years, he earned

three consecutive Oscar nominations for Best Actor: for the title role in “Serpico”; for

“The Godfather: Part II,” reprising the role of Michael Corleone; and for “Dog Day

Afternoon,” as the would-be bank robber Sonny. Pacino has since earned a Best Actor

Oscar nomination for “…And Justice for All,” and nominations for Best Supporting

Actor for “Dick Tracy” and the screen adaptation of David Mamet’s “Glengarry Glen

Ross,” the last coming the same year as his nod for “Scent of a Woman.”

Pacino most recently won Emmy, Golden Globe and Screen Actors Guild Awards

for his performance as the AIDS-stricken Roy Cohn in HBO’s award-winning miniseries

“Angels in America,” directed by Mike Nichols. His many other acting honors include

National Society of Film Critics and National Board of Review (NBR) Awards for “The

Godfather”; a Golden Globe Award and another NBR Award for “Serpico”; a BAFTA

Award for “The Godfather: Part II”; and BAFTA and Los Angeles Film Critics Awards

for “Dog Day Afternoon,” to name only a portion.

Stepping behind the camera, Pacino made his directorial debut on the

documentary “Looking for Richard,” which he also co-wrote, produced and narrated. He

won a Directors Guild of America Award in the Documentary category and earned an

Independent Spirit Award for the film.

Pacino was already an award-winning stage actor when he first gained attention

for his starring role in 1971’s “The Panic in Needle Park,” directed by Jerry Schatzberg.

Following his Oscar-nominated turn in Francis Ford Coppola’s “The Godfather,” Pacino

reunited with Schatzberg to star in “Scarecrow,” winning the Best Actor Award at the

1973 Cannes Film Festival for his performance in the film. His other film credits include

Sydney Pollack’s “Bobby Deerfield”; William Friedkin’s “Cruising,” produced by Jerry

Weintraub; Arthur Hiller’s “Author! Author!”; Brian De Palma’s “Scarface”; Harold

Becker’s “Sea of Love,” opposite Ellen Barkin; and “Dick Tracy,” directed by and

starring Warren Beatty.

Reprising the role of Michael Corleone, he then starred in Francis Ford Coppola’s

“The Godfather: Part III.” His long list of film credits also include Garry Marshall’s

“Frankie and Johnny,” opposite Michelle Pfeiffer; Brian De Palma’s “Carlito’s Way”;

Michael Mann’s “Heat,” with Robert De Niro; Harold Becker’s “City Hall”; Mike

Newell’s “Donnie Brasco”; Taylor Hackford’s “The Devil’s Advocate”; Michael Mann’s

award-winning true-life drama “The Insider”; Oliver Stone’s “Any Given Sunday,” as

part of an all-star ensemble cast; Christopher Nolan’s “Insomnia,” with Robin Williams

and Hilary Swank; Andrew Niccol’s “S1m0ne”; “The Recruit,” with Colin Farrell; the

role of Shylock in the 2004 screen version of Shakespeare’s “The Merchant of Venice”;

and D.J. Caruso’s “Two for the Money.”

In addition, he directed and starred in the indie “Chinese Coffee,” and directed

and wrote the upcoming drama “Salomaybe?,” a behind-the-scenes look at his own stage

production of Oscar Wilde’s “Salome.” He had previously starred as King Herod in the

off-Broadway, Broadway and Los Angeles productions of “Salome.”

Pacino’s acting career began on the stage after studying with Herbert Berghof and

then with Lee Strasberg at the Actor’s Studio. In 1968, he won an Obie Award for his

performance in Israel Horovitz’s play “The Indian Wants the Bronx.” The following

year, he won a Tony Award for Best Featured Actor in a Play for his Broadway debut in

“Does a Tiger Wear a Necktie?” He won his second Tony Award, this time for Best

Actor, for his role in “The Basic Training of Pavlo Hummel.” Throughout his career, he

has returned to the stage as both an actor and a director. His many theatre credits include

the New York and London productions of David Mamet’s “American Buffalo”; “Richard

III” and “Julius Caesar” at Joseph Papp’s Public Theatre; and Eugene O’Neill’s

“Hughie,” which he starred in and directed, first at the Long Wharf Theatre in New

Haven, and then at New York’s Circle in the Square.

Pacino has been honored with a number of career achievement awards, including

the Cecil B. DeMille Award from the Hollywood Foreign Press Association, the

American Cinematheque Award, and the American Film Institute’s Lifetime

Achievement Award.

CASEY AFFLECK (Virgil Malloy) stars this fall in “Gone, Baby, Gone,” based

on Dennis Lehane’s novel of the same title. Marking the directorial debut of Ben

Affleck, who also adapted the screenplay, the film tells the story of two Boston detectives

in search of a four-year-old girl who has been kidnapped. Ed Harris, Morgan Freeman

and Michelle Monaghan also star in the film, which opens in October 2007.

Additionally, Affleck will be seen in the character drama “The Assassination of

Jesse James by the Coward Robert Ford.” Written and directed by Andrew Dominik, the

film stars Affleck as Ford opposite Brad Pitt’s Jesse James. The story follows Ford’s

sycophantic obsession with “the fastest gun in the West,” which quickly turns into

growing resentment after he joins the legendary outlaw’s gang, leading to his subsequent

plan to kill James and claim his rightful glory. The film also stars Sam Rockwell and

Sam Shepard and will open this September.

An accomplished screenwriter, Affleck recently penned the original screenplay

for “Aardvark Art’s Ark,” an animated family film that he will also executive produce.

The film tells the story of a family of animals who set sail on Noah’s Ark and find wild

adventures when the waters get dangerous.

Previously, Affleck co-wrote, with Matt Damon, Gus Van Sant’s independent

road movie “Gerry,” also starring alongside Damon in the film. He has also appeared in

Van Sant’s “Good Will Hunting” and “To Die For”; “Hamlet,” with Ethan Hawke and

Julia Stiles; Steven Soderbergh’s “Ocean’s Eleven” and “Ocean’s Twelve”; and Tony

Goldwyn’s “The Last Kiss,” with Zach Braff, Blythe Danner, Tom Wilkinson and

Jacinda Barrett.

Affleck’s additional film credits include “Lonesome Jim,” “Soul Survivors,”

“American Pie 2,” “Attention Shoppers,” “Committed,” “Drowning Mona,” “Floating,”

“American Pie,” “200 Cigarettes,” “Desert Blue” and “Race the Sun.”

On the stage, Affleck appeared in the West End debut of Kenneth Lonergan’s

award-winning play “This is Our Youth.” Affleck played the role of Warren, alongside

Matt Damon and Summer Phoenix.

On television, Affleck was seen in the ABC miniseries “The Kennedys of

Massachusetts” and the PBS telefilm “Lemon Sky,” based on Lanford Wilson’s play and

starring Kevin Bacon.

SCOTT CAAN (Turk Malloy) has appeared in both major motion pictures and

independent feature films. In addition, he written, directed and starred in both

independent films and theatrical plays that have received praise from critics, as well as

his peers.

This spring, Caan is starring in the limited release “Brooklyn Rules,” with Alec

Baldwin, Freddie Prinze, Jr. and Mena Suvari. He also recently wrote and directed the

indie “The Dog Problem,” in which he also starred with Giovanni Ribisi, Lynn Collins,

Mena Suvari and Kevin Corrigan, with an appearance by Don Cheadle. The film was

warmly received by critics and audiences when it premiered at the 2006 Toronto Film

Festival. Caan had previously made his feature film writing and directing debut with

“Dallas 362,” in which he also starred with Shawn Hatosy, Jeff Goldblum and Kelly

Lynch. The film premiered at the 2003 CineVegas International Film Festival, where it

won the Critics Award. “Dallas 362” went on to screen at the 2003 Toronto Film

Festival, and later received critical acclaim when it opened in limited release in 2005.

Caan more recently co-starred in Todd Robinson’s crime thriller “Lonely Hearts,”

with John Travolta, James Gandolfini and Salma Hayek; the romantic comedy “Friends

with Money,” with Jennifer Aniston; and the action thriller “Into the Blue,” alongside

Paul Walker, Jessica Alba and Ashley Scott. He also starred in Steven Soderbergh’s hit

comedy caper “Ocean’s Eleven” and the sequel “Ocean’s Twelve,” joining an all-star

ensemble cast, including George Clooney, Brad Pitt and Matt Damon.

Caan’s other film credits include the comedy Western “American Outlaws,” with

Colin Farrell; the dark comedy “Novocaine,” with Steve Martin, Helena Bonham Carter

and Laura Dern; the indie drama “Sonny,” directed by Nicolas Cage and starring James

Franco, Brenda Blethyn and Mena Suvari; Dominic Sena’s crime actioner “Gone in Sixty

Seconds,” with Nicolas Cage and Angelina Jolie; the acclaimed drama “Boiler Room,”

with Giovanni Ribisi; and the wrestling comedy “Ready to Rumble.”

He had earlier starred in the hip-hop drama “Black and White,” and includes

among his additional film work Brian Robbins’ “Varsity Blues,” Tony Scott’s “Enemy of

the State” and Greg Araki’s “Nowhere.”

Caan has also written several screenplays, including “Chasing the Party,” a

comedy about trying to crash the ultimate party at the Playboy mansion, which is set up

at Jerry Bruckheimer Productions with Caan attached to star. He is also in the process of

setting up two additional screenplays, a boxing drama entitled “The Fight” and an

ensemble drama called “Lowest Common Denominator.”

For the stage, Caan wrote, co-directed and starred in the play “Almost Love,”

which was presented in the fall of 2001 at L.A.’s Playhouse West.

EDDIE JEMISON (Livingston Dell) first worked with Steven Soderbergh when

he made his feature film debut in the director’s 1996 indie comedy “Schizopolis.” In

2001, Soderbergh cast Jemison as Livingston Dell in the remake of the Rat Pack comedy

“Ocean’s Eleven,” marking the actor’s first leading role in a major feature film. Three

years later, Jemison reunited with the director and the star-studded ensemble cast for the

first sequel, “Ocean’s Twelve.”

Jemison most recently co-starred with Keri Russell in the independent romantic

comedy “Waitress,” directed by the late Adrienne Shelly. His other film credits include

the crime thriller “The Punisher,” with John Travolta and Thomas Jane; “The Relic”;

“Pizza Wars”; “Junk”; and the BBC film “March in the Windy City.” He will also be

seen in the upcoming independent films “On the Doll” and “Snappers.”

On television, Jemison has guest starred on such series as “The Closer,” “NCIS,”

“ER,” “Judging Amy,” “CSI: Crime Scene Investigation,” “CSI: Miami,” “Strong

Medicine” and “Six Feet Under.”

A native of New Orleans, Jemison graduated from Louisiana State University and

Swansea University in Wales. He began his career in Chicago, where he spent 12 years

acting in films, television and the theatre. He received a number of Chicago acting

honors, including Jeff Award nominations for his performances in “Loot,” “Only

Kidding” and “The Wizards of Quiz.” His most recent stage appearance was as Launce

in “The Two Gentlemen of Verona” at the Chicago Shakespeare Theater.

SHAOBO QIN (Yen), a member of the internationally acclaimed The Peking

Acrobats®, was touring with the troupe when he was spotted and asked to audition for the

part of Yen in “Ocean’s Eleven.” Winning the role, Qin made his feature film debut in

the film, joining an ensemble cast that included George Clooney, Brad Pitt, Matt Damon

and Julia Roberts, under the direction of Steven Soderbergh. Two years later, he reprised

his role in the sequel, “Ocean’s Twelve.” He more recently appeared in the film “Funky

Monkey,” with Roma Downey and Matthew Modine.

Born in Guangxi, China, in 1982, Qin saw his first acrobatic performance at the

age of eleven and knew immediately that he wished to pursue a career as an acrobat.

Ironically, that summer when his family enrolled him in an acrobatic arts school, he ran

away after only two days. It took three more tries before he found the courage to stay

and dedicate himself to the intense training required.

While he was still at acrobatic school, Qin was selected for the touring company

of The Peking Acrobats. It was then that he came to the United States, where he trained

in Los Angeles for the company’s national and international tours, honing his skills as an

acrobat, contortionist, tumbler and juggler. He toured with The Peking Acrobats for four

years, performing in many venues across the U.S. and Canada, including Six Flags

Theme Parks, Paramount Theme Parks, and various fairs and festivals. In 2001, Qin

appeared on Broadway with The Peking Acrobats when they played to sold-out houses at

The New Victory Theater. He was also part of an elite group of performers who went on

The Peking Acrobats’ Premiere Italian Tour in 2005.

In addition, Qin appeared with The Peking Acrobats on Fox’s “Guinness World

Records: Primetime,” where he participated in setting the world record for the Human

Chair Stack—where six people balance precariously perched atop six chairs 21 feet in the

air without safety lines.

CARL REINER (Saul Bloom) is a true comedy legend. In a career spanning

more than 60 years, he has made a lasting impact on the worlds of television, films,

comedy albums and books. He first came to fame during the Golden Age of Television

as a co-star on “Your Show of Shows.” He would later change the face of television

comedy with the creation of “The Dick Van Dyke Show.” As a filmmaker, he directed

such movies as “Oh, God!” and “The Jerk.” Earlier this year, the Directors Guild of

America presented him with its Honorary Life Member Award.

Born in the Bronx, Reiner enrolled in drama school at age 16, and soon landed a

part in an updated version of “The Merry Widow.” During World War II, he trained as a

radio operator in the Air Force and studied French to serve as an interpreter. He

continued to entertain as a comedian and actor with Maurice Evans’ Special Services

Entertainment Unit, touring the Pacific for eighteen months in G.I. revues.

Upon his honorable discharge in 1946, Reiner won the leading role in the national

company of “Call Me Mister.” After three years in various Broadway musicals, he

entered the emerging medium of television, joining Sid Caesar and Imogene Coca on

“Your Show of Shows.” In 1954, Reiner earned an Emmy Award nomination for his

performance on the series. He later won two Emmy Awards for his work on the show

“Caesar’s Hour.”

In 1961, Reiner created “The Dick Van Dyke Show,” which would become one of

the most beloved sitcoms in television history, catapulting the careers of both its title star

and Mary Tyler Moore. Audiences also remember Reiner’s recurring role as the toupee-

wearing producer Alan Brady. During the show’s five-year run, Reiner won five Emmys

for his work as a producer and writer on the series. Reiner won another Emmy in 1967

for Outstanding Writing for a Variety Show for his special with Sid Caesar, Imogene

Coca and Howard Morris.

While working on “The Dick Van Dyke Show,” Reiner wrote his first feature

film, “The Thrill of It All,” starring Doris Day and James Garner. He made his feature

film directorial debut on 1967’s “Enter Laughing,” which he also co-wrote, based on his

own book. He then directed “The Comic,” which he also co-wrote and produced. Reiner

has directed four films starring Steve Martin: “The Jerk,” “All of Me,” “Dead Men Don’t

Wear Plaid” and “The Man with Two Brains,” the last two of which he also co-wrote.

His film credits as a director also include “Where’s Poppa?” starring George Segal and

Ruth Gordon; “Oh, God!” starring George Burns and John Denver; “The One and Only,”

with Henry Winkler; “Summer Rental,” starring John Candy; “Summer School,” starring

Mark Harmon; “Bert Rigby, You’re a Fool,” which he also wrote; “Sibling Rivalry,” with

Kirstie Alley; “Fatal Instinct,” with Armand Assante and Kate Nelligan, and “That Old

Feeling,” starring Bette Midler and Dennis Farina.

As an actor, Reiner has been the “elder statesman” in the all-star ensemble casts

of Steven Soderbergh’s “Ocean’s Eleven” and “Ocean’s Twelve.” His earlier film acting

work also includes “The Russians Are Coming, The Russians Are Coming,” “It’s A Mad,

Mad, Mad, Mad World,” “The Gazebo,” “Generation,” “Dead Men Don’t Wear Plaid,”

“The End” and “Slums of Beverly Hills.”

In 1995, Reiner won an Emmy Award for his guest role on the comedy series

“Mad About You.” His recent television appearances also include guest roles on

“Beggars and Choosers,” for which he was Emmy-nominated, “The Bernie Mac Show,”

“Crossing Jordan,” “Life with Bonnie” and “Boston Legal.” In 2004, Reiner executive

produced and starred in “The Dick Van Dyke Show Revisited,” which garnered an Emmy

nomination for Outstanding Special Class Program.

Reiner is also an accomplished author. In 1958, his first book, the semi-

autobiographical novel Enter Laughing, was published. Years later, the book became the

basis for a Broadway play (adapted by Joseph Stein) and a feature film. His subsequent

books include the novel All Kinds of Love (1993), the novel Continue Laughing (1995), a

book of short stories entitled How Paul Robeson Saved My Life (1999), the memoir My

Anecdotal Life (2003), the children’s book Tell Me A Scary Story (2003), The Two

Thousand Year Old Man Goes to School (2005) and NNNNN: A Novel (2006).

In 1997, Reiner and Mel Brooks released a CD and book with new material

entitled “The 2000 Year Old Man in the Year 2000,” for which they won a Grammy

Award for Best Spoken Word/Comedy Album. In 1999, Reiner was inducted into the

Television Hall of Fame, and, the following year, he received the Mark Twain Humor

Award at the Kennedy Center in Washington.

ELLIOTT GOULD (Reuben Tishkoff) is an Academy Award- and Golden

Globe-nominated actor who has appeared in more than 75 feature films in a career

spanning over 35 years.

In the tumultuous late 1960s and early ‘70s, Gould was among a handful of actors

who personified the changes in the American zeitgeist, becoming a counterculture

favorite. He earned an Academy Award nomination for his performance in Paul

Mazursky’s 1969 sexual revolution comedy “Bob & Carol & Ted & Alice.” The

following year, Gould originated the role of warfront surgeon “Trapper” John McIntyre

in Robert Altman’s seminal comedy “M*A*S*H,” which put him on the cover of Time

magazine and brought him a Golden Globe Award nomination. Also in 1970, Gould

starred in “Getting Straight,” with Candice Bergen.

He more recently joined the ensemble cast of the remake of the Rat Pack comedy

“Ocean’s Eleven” and its sequel, “Ocean’s Twelve,” both directed by Steven Soderbergh.

Contemporary television fans know Gould best for his recurring role as Jack Geller, Ross

and Monica’s father, on the long-running NBC comedy series “Friends.”

Gould began his career on the stage in such Broadway productions as “Rumple,”

“Say Darling” and “Irma La Douce.” On the heels of those successes, Gould won the

lead role, opposite Barbra Streisand, in David Merrick’s production of “I Can Get It for

You Wholesale,” directed by Arthur Laurents and choreographed by Herbert Ross and

Nora Kaye. Traveling across the Atlantic, he starred in Comden & Green’s classic

musical “On the Town” in London’s West End.

Gould then joined Carol Burnett to star in the CBS television special “Once Upon

a Mattress.” Returning to the stage, he toured with Liza Minnelli in “The Fantasticks,”

and with Shelley Winters in “LUV.” He also appeared in the original Broadway

productions of Ira Levin’s “Drat! The Cat” and Jules Pfeiffer’s “Little Murders.”

Gould made his feature film debut in 1964’s “The Confession,” starring Ginger

Rogers. Four years later, he landed his first film starring role, playing Billy Minsky in

“The Night They Raided Minsky’s,” directed by William Friedkin. His early film work

also includes “Move,” “I Love My Wife,” “Little Murders,” and Ingmar Bergman’s first

English-language film, “The Touch.” He went on to reunite with director Robert Altman

in 1973’s “The Long Goodbye,” portraying Raymond Chandler’s famed detective Philip

Marlowe, and in 1974’s “California Split.”

During the 1970s, Gould starred in two dozen films, also including Peter Hyams’

“Busting” and “Capricorn One”; Richard Attenborough’s “A Bridge Too Far”; Mark

Rydell’s “Harry and Walter Go to New York”; “The Lady Vanishes”; and “The Muppet

Movie.” His subsequent film credits include “The Last Flight of Noah’s Ark,” “The

Devil and Max Devlin,” “Over the Brooklyn Bridge,” “The Muppets Take Manhattan,”

Barry Levinson’s “Bugsy,” “Kicking and Screaming,” “Johns,” “The Big Hit,”

“American History X,” “Playing Mona Lisa” and “Picking Up the Pieces.” He also made

cameo appearances in Altman’s “The Player” and “Nashville.”

Gould has also worked extensively on television, including the longform projects

“Bad Apple”; “Good as Gold,” with Mary Tyler Moore; the miniseries “The Shining”;

“Bloodlines: Murder in the Family”; “Somebody’s Daughter”; “Vanishing Act”; and

“The Rules of Marriage.” He also starred in the comedy series “E/R,” which introduced

a young George Clooney. Gould has also guest starred on numerous series, most recently

including the acclaimed British series “Poirot,” NBC’s “Las Vegas” and a recurring role

on HBO’s “K Street.”

ABOUT THE FILMMAKERS

STEVEN SODERBERGH (Director) won an Academy Award for Best Director

for his 2000 ensemble drama “Traffic.” He had earned dual Best Director Oscar

nominations that year, also receiving one for “Erin Brockovich,” starring Julia Roberts in

her Oscar-winning performance. Soderbergh had earlier gained an Academy Award

nomination for Best Original Screenplay for “sex, lies, and videotape,” which marked his

feature film directorial debut. The film also won the Palme d’Or at the 1989 Cannes Film

Festival.

“Ocean’s Thirteen” is Soderbergh’s seventeenth film, also including “The Good

German,” “Bubble,” “Ocean’s Twelve,” “Solaris,” “Full Frontal,” “Ocean’s Eleven,”

“The Limey,” “Out of Sight,” “Gray’s Anatomy,” “Schizopolis,” “The Underneath,”

“King of the Hill” and “Kafka.”

He also wrote, directed, photographed and edited “Equilibrium,” starring Alan

Arkin, Robert Downey, Jr. and Ele Keats, which was one of a trio of short eroticismthemed

films released as “Eros.” Michelangelo Antonioni and Wong Kar-wai directed

the other two segments. The film had its premiere at the 2004 Venice Film Festival.

In addition, Soderbergh has produced or executive produced a wide range of

features. His credits as a producer include John Maybury’s “The Jacket,” starring Adrien

Brody and Keira Knightley; Lodge Kerrigan’s “Keane,” which played at the Telluride,

Toronto and New York Film Festivals; Gregory Jacob’s directorial debut, “Criminal,”

with John C. Reilly and Maggie Gyllenhaal; Anthony and Joseph Russo’s “Welcome to

Collinwood,” starring William H. Macy; Gary Ross’ “Pleasantville,” with an ensemble

cast led by Tobey Maguire; and Greg Mottola’s “The Daytrippers.”

JERRY WEINTRAUB (Producer) is one of the most influential and successful

people in the entertainment industry, with a career spanning more than 50 years and

encompassing the genres of feature films, television, theatre and music.

Weintraub had already enjoyed tremendous success in the management and music

fields when he made an auspicious motion picture producing debut with Robert Altman’s

seminal 1975 feature film, “Nashville.” Released to widespread acclaim, the film went

on to earn five Academy Award nominations, including one for Best Picture. Over the

next decade, Weintraub repeatedly demonstrated an eye for emerging talent, producing

such features as “September 30, 1955,” starring Richard Thomas under the direction of

James Bridges; “Oh, God!,” directed by Carl Reiner and starring George Burns and John

Denver in his first acting role; Barry Levinson’s directorial debut, “Diner,” which helped

launch the careers of Kevin Bacon, Paul Reiser, Mickey Rourke, Tim Daly, Ellen Barkin

and Steve Guttenberg; and the inspiring drama “The Karate Kid,” which spawned three

sequels, the last one starring a young Hilary Swank.

Now heading up Jerry Weintraub Productions, he previously produced the hit

remake of the Rat Pack comedy “Ocean’s Eleven” and its sequel, “Ocean’s Twelve,”

both directed by Steven Soderbergh and featuring an all-star cast. Additionally,

Weintraub produced the upcoming family film “Nancy Drew,” starring Emma Roberts as

the intrepid teenage detective.

Jerry Weintraub Productions also has a number of films in development,

including a new live-action version of “Tarzan” and a remake of the sci-fi actioner

“Westworld,” to name only a few.

Brooklyn-born and Bronx-bred, Weintraub likes to joke that his goal when

starting out in entertainment was to get out of the Bronx. He began his career as a talent

agent, eventually segueing to personal management. Forming Management III, he

handled such names as The Muppets, Jack Paar and Norm Crosby, among others. His

success opened the door to the music industry at the height of the Rock ‘n Roll

revolution. He produced the legendary Elvis Presley’s first arena tour and, throughout

the 1950s and ‘60s, continued to make his mark as a concert promoter for some of the

biggest names in the business. Founding Concerts West, Weintraub broke new ground

when he presented Frank Sinatra at Madison Square Garden in the celebrated “first

around the world by satellite” concert, called “The Main Event.” He also helped boost

the careers of such renowned artists as Bob Dylan, Led Zeppelin, Neil Diamond, John

Denver, The Carpenters and The Beach Boys.

Weintraub went on to produce a number of high-profile television specials and

movies, many starring the musical artists with whom he had worked. In addition, he

produced “An Olympic Gala,” the telecast of the opening ceremonies of the 1984

Olympic Games in Los Angeles. Weintraub also produced several Broadway shows,

including “Canterbury Tales” and “Starlight Express.”

Returning to the motion picture arena, Weintraub was named Chairman and CEO

of United Artists. He later left to form his own film and television production company,

Weintraub Entertainment Group. Three years later, he founded Jerry Weintraub

Productions, based at Warner Bros. Studios.

The first film produced under the Jerry Weintraub Productions banner was 1992’s

“Pure Country,” starring country legend George Strait. Weintraub subsequently

produced “The Specialist,” starring Sylvester Stallone and Sharon Stone; “Vegas

Vacation,” starring Chevy Chase; the big-screen version of “The Avengers,” teaming

Ralph Fiennes and Uma Thurman; and the sci-fi actioner “Soldier,” starring Kurt Russell.

In addition to his professional endeavors, Weintraub is well known for his

philanthropic efforts on behalf of a wide variety of worthwhile causes, ranging from

health concerns to education to the arts and more. He most recently joined forces with

George Clooney, Brad Pitt, Matt Damon and Don Cheadle in “Not on Our Watch,” a

humanitarian campaign to end the genocide in Darfur.

Weintraub has also been the recipient of several professional honors. He was one

of the first independent movie producers to receive a star on the Hollywood Walk of

Fame and, in 2001, won the Kodak Award for Extraordinary Achievement in

Filmmaking. Earlier this year, he was named the ShoWest Producer of the Year by the

National Association of Theatre Owners. In June 2007, he will become the first producer

ever to be “cemented” in the courtyard of Hollywood’s Grauman’s Chinese Theatre when

he joins George Clooney, Brad Pitt and Matt Damon in a Hand and Footprint Ceremony

in celebration of the opening of “Ocean’s Thirteen.”

BRIAN KOPPELMAN & DAVID LEVIEN (Screenwriters) began their

screenwriting partnership with the 1998 poker drama “Rounders,” directed by John Dahl

and starring Matt Damon and Edward Norton. The film landed atop the box office in its

opening weekend.

They subsequently co-wrote the script for the screen adaptation of the John

Grisham bestseller “Runaway Jury,” with John Cusack, Gene Hackman, Dustin Hoffman

and Rachel Weisz.

In 2001, Koppelman and Levien made their feature film directorial debuts on the

crime drama “Knockaround Guys,” which they also wrote and produced. A story about

life as the son of a gangster, the film featured an ensemble cast that included Barry

Pepper, Vin Diesel, Seth Green, Dennis Hopper and John Malkovich. The following

year, they produced Neil Burger’s “Interview with the Assassin,” which premiered at the

2002 Tribeca Film Festival and went on to garner three Independent Spirit Award

nominations.

Koppelman and Levien most recently produced Neil Burger’s romantic thriller

“The Illusionist,” starring Edward Norton, Paul Giamatti and Jessica Biel. For television,

they created the critically praised television series “Tilt” for ESPN. They also wrote and

directed the pilot episode, in addition to scripting a number of other episodes of the

series.

The partners also have several projects in various stages of production and

development. They are currently producing Neil Burger’s upcoming drama “The

Return,” starring Rachel McAdams, Michael Pena and Tim Robbins. In addition, they

have written the crime drama “The Untouchables: Capone Rising,” which Brian De

Palma is directing, and “The Winter of Frankie Machine,” with Robert De Niro attached

to star.

Levien is a graduate of the University of Michigan, where he published short

stories in the undergraduate literary magazine. After earning his degree, he began writing

screenplays and fiction. He has authored two novels: Wormwood, published in 1999; and

Swagbelly, A Novel for Today’s Gentleman, published in 2003. Levien has a new crime

thriller, being published by Doubleday, coming out in early 2008.

Koppelman graduated from Tufts University and went on to build a career in the

music industry while earning a law degree from Fordham University at night. When he is

not making films, Koppelman works the New York clubs as a stand-up comedian.

SUSAN EKINS (Executive Producer) has worked with Jerry Weintraub for more

than 20 years and is currently the Vice President of Physical Production for Jerry

Weintraub Productions.

Ekins most recently served as an executive producer on the upcoming feature

“Nancy Drew,” set for release on June 15 and starring Emma Roberts in the title role of the

intrepid teen detective. She was also an executive producer on the hit remake of “Ocean’s

Eleven” and its sequel “Ocean’s Twelve,” both directed by Steven Soderbergh and

featuring an all-star ensemble cast. Her credits as an executive producer also include the

actioner “Soldier,” starring Kurt Russell; “The Avengers,” teaming Ralph Fiennes and Uma

Thurman; and the comedy “Vegas Vacation,” starring Chevy Chase.

Ekins began her association with Weintraub when she was hired to work on the first

“Karate Kid” film. She earned her first producing credit as an associate producer on “The

Karate Kid, Part II,” and went on to work as an associate producer on “Pure Country,”

starring country legend George Strait; “The Next Karate Kid,” starring a young Hilary

Swank; and “The Specialist,” starring Sylvester Stallone and Sharon Stone.

A native of Los Angeles, Ekins began her career working on “Tom Horn” and “The

Hunter,” both starring Steve McQueen in his last film roles.

GREGORY JACOBS (Executive Producer) has enjoyed a long association with

Steven Soderbergh, encompassing a wide range of film projects. Jacobs most recently

produced the director’s drama “The Good German,” starring George Clooney and Cate

Blanchett. He also produced Soderbergh’s murder mystery “Bubble,” a small

independent film featuring only non-actors, which premiered at the Venice Film Festival

before being screened at the Toronto and New York Film Festivals; and “Equilibrium,”

the Soderbergh-directed segment of a trio of short films, released together as “Eros.”

Jacobs previously executive produced “Solaris” and was a producer on “Full

Frontal.” In addition, he co-produced Soderbergh’s “Ocean’s Twelve,” the sequel to the

hit “Ocean’s Eleven,” on which Jacobs was the first assistant director. Jacobs has also

worked alongside Soderbergh on the Academy Award-winning films “Traffic” and “Erin

Brockovich,” as well as “The Limey,” “Out of Sight,” “Underneath,” and the 1993 film

“King of the Hill,” which marked their first collaboration.

In 2003, Jacobs made his directorial debut on “Criminal,” starring John C. Reilly,

Diego Luna and Maggie Gyllenhaal. He also produced and co-wrote the film, which

screened at the Venice, Deauville and London Film Festivals. Jacobs also directed the

horror thriller “Wind Chill,” starring Emily Blunt, Ashton Holmes and Martin Donovan.

Jacobs started his career as a production assistant on John Sayles’ “Matewan.”

He subsequently served as Sayles’ second assistant director on “Eight Men Out” and

“City of Hope.” As an assistant director Jacobs has also worked with a number of other

noted directors on such projects as Roland Joffe’s “Goodbye Lover,” Richard Linklater’s

“The Newton Boys,” John Schlesinger’s “Eye for an Eye,” Hal Hartley’s “Amateur,”

Jodie Foster’s “Little Man Tate” and the Coen brothers’ “Miller’s Crossing.”

FREDERIC W. BROST (Executive Producer) began his association with Steven

Soderbergh in 1998 when he served as production manager on “Out of Sight.” He went

on to work with the director on the films “The Limey,” “Erin Brockovich,” “Traffic,”

“Ocean’s Eleven” and “Ocean’s Twelve,” the last of which he also co-produced. He

most recently served as an executive producer on Soderbergh’s “The Good German.”

A graduate of the DGA’s Assistant Director Trainee program, Brost worked as an

assistant director or production manager on numerous feature and television projects. He

has also collaborated with some of the industry’s most respected directors, including

Robert Altman, Arthur Hiller, George Stevens, Mark Rydell, Mike Nichols, Richard

Fleischer, Irvin Kershner and Daniel Petrie.

Leaving physical production, Brost became Vice President and executive

production manager for Universal Pictures, overseeing all aspects of production on more

than 100 motion pictures. Among the films he supervised were John Waters’ “Cry

Baby,” Spike Lee’s “Do the Right Thing,” Phil Alden Robinson’s “Field of Dreams,”

Ron Howard’s “Parenthood,” Harold Becker’s “Sea of Love” and Paul Mazursky’s

“Moon Over Parador.”

In 1990, Brost returned to production, serving as line producer/production

manager on such films as “Gigli,” “Zeus & Roxanne,” “Getting Away with Murder,”

“Gordy,” “The Sandlot,” “Encino Man” and “Sweet Poison.”

BRUCE BERMAN (Executive Producer) is Chairman and CEO of Village

Roadshow Pictures. The company will co-produce 60 theatrical features in a joint

partnership with Warner Bros. through 2007, with all films distributed worldwide by

Warner Bros. Pictures and in select territories by Village Roadshow Pictures.

The initial slate of films produced under the pact included such hits as “Practical

Magic,” starring Sandra Bullock and Nicole Kidman; “Analyze This,” teaming Robert De

Niro and Billy Crystal; “The Matrix,” starring Keanu Reeves and Laurence Fishburne;

“Three Kings,” starring George Clooney; “Space Cowboys,” directed by and starring

Clint Eastwood; and “Miss Congeniality,” starring Sandra Bullock and Benjamin Bratt.

Under the Village Roadshow Pictures banner, Berman has subsequently executive

produced such wide-ranging successes as “Training Day,” for which Denzel Washington

won an Academy Award; “Ocean’s Eleven,” starring George Clooney, Brad Pitt and Julia

Roberts; its sequel “Ocean’s Twelve”; “Two Weeks’ Notice,” pairing Sandra Bullock and

Hugh Grant; “Mystic River,” starring Sean Penn and Tim Robbins in Oscar-winning

performances; the second and third installments of “The Matrix” trilogy, “The Matrix

Reloaded” and “The Matrix Revolutions”; Tim Burton’s “Charlie and the Chocolate

Factory,” starring Johnny Depp; the Oscar-winning animated comedy adventure “Happy

Feet”; and the romantic comedy “Music and Lyrics,” pairing Hugh Grant and Drew

Barrymore.

Village Roadshow’s upcoming projects include the comedy “License to Wed,”

starring Robin Williams, Mandy Moore and John Krasinski; the psychological thriller

“The Brave One,” directed by Neil Jordan and starring Jodie Foster; the sci-fi action

thriller “I Am Legend,” starring Will Smith; and the comedy “Get Smart,” starring Steve

Carell.

Berman got his start in the motion picture business working with Jack Valenti at

the MPAA while attending Georgetown Law School in Washington, DC. After earning

his law degree, he landed a job at Casablanca Films in 1978. Moving to Universal, he

worked his way up to a production Vice President in 1982.

In 1984, Berman joined Warner Bros. as a production Vice President, and was

promoted to Senior Vice President of Production four years later. He was appointed

President of Theatrical Production in September 1989, and, in 1991, was named President

of Worldwide Theatrical Production, where he served through May 1996. Under his

aegis, Warner Bros. Pictures produced and distributed such films as “Presumed

Innocent,” “GoodFellas,” “Robin Hood: Prince of Thieves,” the Oscar-winning Best

Picture “Driving Miss Daisy,” “Batman Forever,” “Under Siege,” “Malcolm X,” “The

Bodyguard,” “JFK,” “The Fugitive,” “Dave,” “Disclosure,” “The Pelican Brief,”

“Outbreak,” “The Client,” “A Time to Kill” and “Twister.”

In May of 1996, Berman started Plan B Entertainment, an independent motion

picture company at Warner Bros. Pictures. He was named Chairman and CEO of Village

Roadshow Pictures in February 1998.

PHILIP MESSINA (Production Designer) reunited with Steven Soderbergh on

“Ocean’s Thirteen,” which marked their ninth film collaboration. Messina has also been

the director’s production designer of choice on the films “The Good German,” “Ocean’s

Twelve,” “Eros,” “Solaris,” “Ocean’s Eleven,” “Traffic” and “Erin Brockovich.” They

began their association on Soderbergh’s “Out of Sight,” on which Messina served as the

art director.

Messina was also the production designer on Curtis Hanson’s acclaimed drama “8

Mile,” starring Eminem, and on Gregory Jacob’s directorial debut, “Criminal.”

Born and raised in Lawrence, Massachusetts, Messina graduated from Cornell

University with a degree in architecture. His initial foray into films was as a set designer

on “Mermaids,” “School Ties” and “HouseSitter,” which were all filmed in the Boston

area. Relocating to Los Angeles, he went on to serve as the art director on such films as

“Hard Target,” “The Neon Bible,” “Reckless,” “The Associate,” “Trial & Error” and

“The Sixth Sense.” For television, Messina was the production designer on the series

“Freaks and Geeks.”

Messina is married to set decorator Kristen Toscano Messina, with whom he

frequently collaborates.

STEPHEN MIRRIONE (Editor) won an Academy Award for Best Editing for the

ensemble drama “Traffic,” which marked his first collaboration with Steven Soderbergh.

Mirrione also received award nominations from BAFTA and the American Cinema Editors

for his work on “Traffic.” He went on to team with Soderbergh as editor of “Ocean’s

Eleven” and “Ocean’s Twelve.”

More recently, Mirrione earned his second Academy Award nomination for

Alejandro González Iñárritu’s “Babel.” His work on “Babel” also brought him the Vulcain

Artist-Technician Grand Prize at the 2006 Cannes Film Festival and an Eddie for Best

Edited Dramatic Feature from the American Cinema Editors. He had earlier edited

González Iñárritu’s critically acclaimed drama “21 Grams,” for which he gained another

Best Editing nomination from BAFTA.

Mirrione edited George Clooney’s directorial debut feature, “Confessions of a

Dangerous Mind,” and went on to edit Clooney’s acclaimed historical drama “Good Night,

and Good Luck.,” for which he garnered both Eddie and BAFTA Award nominations. His

other film editing credits include Gregory Jacobs’ “Criminal”; Jill Sprecher’s

“Clockwatchers” and “Thirteen Conversations About One Thing”; and Doug Liman’s

“Swingers” and “Go.”

Mirrione is currently editing “Leatherheads,” a romantic comedy set in the world of

1920s football, directed by George Clooney.

LOUISE FROGLEY (Costume Designer) most recently designed the costumes

for Steven Soderbergh’s “The Good German.” She had previously worked with

Soderbergh on “The Limey” and “Traffic,” earning a Costume Designers Guild Award

nomination for Excellence in Costume Design for a Contemporary Film for the latter.

Last year, Frogley was again honored by her peers with dual Costume Designers

Guild Award nominations. She received one for Excellence in Costume Design for a

Period Film for “Good Night, and Good Luck.,” directed by and starring George

Clooney, and another in the Contemporary Film category for her costume designs in

Stephen Gaghan’s “Syriana,” also starring Clooney.

She is currently collaborating with both Soderbergh and Clooney on two very

different upcoming films. She is designing the costumes for Clooney’s period romantic

comedy “Leatherheads,” and for Soderbergh’s biographical drama about Ernesto Che

Guevara, entitled “Guerilla.”

Frogley began her career in London and Paris as a costume designer/set decorator

for various commercial companies, including RSA—a group of young directors that

included brothers Ridley and Tony Scott and Hugh Hudson. Her first movie assignment

was as the assistant costume designer on Hudson’s Academy Award-winning drama

“Chariots of Fire.” Frogley has since designed costumes for more than 30 features,

including Neil Jordan’s “Mona Lisa”; Ron Shelton’s “Bull Durham”; “Executive

Decision”; “U.S. Marshals”; “Spy Game” and “Man on Fire” for director Tony Scott; and

Francis Lawrence’s “Constantine.”

DAVID HOLMES (Composer) counts “Ocean’s Thirteen” as his fourth film

project with Steven Soderbergh. He first collaborated with the director as the composer on

the hit romantic comedy/drama “Out of Sight.” Holmes has since composed the scores for

both “Ocean’s Eleven” and “Ocean’s Twelve.”

Prior to becoming a film composer, Holmes worked on television soundtracks. His

music caught the ear of filmmaker Marc Evans, who invited him to score the feature

“Resurrection Man,” loosely based on a particularly dark period in Belfast’s history.

Holmes’ subsequent motion picture credits include “Buffalo Soldiers,” for which he was

nominated for a British Independent Film Award; Michael Winterbottom’s “Code 46,”

starring Tim Robbins and Samantha Morton; Bronwen Hughes’ “Stander”; and the

independent drama “The War Within.”

Holmes is currently working on his latest solo CD. Selections of his music will also

be heard in the new Michael Winterbottom film “A Mighty Heart.”

Born and raised in Northern Ireland, Holmes began his music career as a DJ in a

Belfast club at the age of 15. His first U.K album, “This Film’s Crap Let’s Slash the

Seats,” received critical acclaim. His American album debut, “Let’s Get Killed,” landed in

the Top 20 on the College Music Journal (CMJ) and placed number one on CMJ’s

DJ/Electronic charts. Holmes’ third album, “Bow Down to the Exit Sign,” was developed

alongside a feature film script entitled “Living Room,” a unique integration of music,

image and story.

Holmes’ eclectic approach has lent itself to a string of other projects, including his

own “Essential Mix” album for London Records, in addition to work as a producer for

Primal Scream, John Spencer Blues Explosion and Martina Topley Bird. Recently, Holmes

partnered with Steve Hilton to form The Free Association. The band released their first

album, “David Holmes Presents The Free Association,” in 2006.

WARNER BROS. PICTURES Presents

In Association with VILLAGE ROADSHOW PICTURES

A JERRY WEINTRAUB/SECTION EIGHT Production

CAST

(In Order of Appearance)

Rusty Ryan ............................................................................................BRAD PITT

Danny Ocean.........................................................................GEORGE CLOONEY

Linus Caldwell/Lenny Pepperidge ................................................... MATT DAMON

Dr. Stan...................................................................................MICHAEL MANTELL

Reuben Tishkoff ..........................................................................ELLIOTT GOULD

Reuben’s Butler .......................................................................................RAY XIFO

Willy Bank.............................................................................................AL PACINO

Bank’s Junior Executive ..................................................ADAM LAZARRE-WHITE

Livingston Dell ............................................................................. EDDIE JEMISON

Basher Tarr/Fender Roads............................................................ DON CHEADLE

Yen/Mr. Weng....................................................................................SHAOBO QIN

Virgil Malloy ................................................................................CASEY AFFLECK

Turk Malloy ....................................................................................... SCOTT CAAN

Frank Catton......................................................................................BERNIE MAC

Saul Bloom/Kensington Chubb........................................................ CARL REINER

Roman Nagel.................................................................................. EDDIE IZZARD

Florist.............................................................................................MAGGIE ROWE

Abigail Sponder ..............................................................................ELLEN BARKIN

Fired Waitress....................................................................................... KRIS KANE

Chamber Maid ...................................................................SOLEDAD ST. HILAIRE

Debbie ....................................................................................OLGA SOSNOVSKA

Denny Shields........................................................................JERRY WEINTRAUB

Nestor...............................................................................................LUIS CHAVEZ

Shuffle Royale VP ........................................................................IVAR BROGGER

Polygrapher ................................................................................ALEX PROCOPIO

Eugene ................................................................................... ARMEN WEITZMAN

Roulette Scam Artist................................................................STEVEN LAMBERT

‘Nuff Said Expo Girl ................................................................NOUREEN DeWULF

Neil (The Pit Boss).........................................................................DON McMANUS

Greco Montgomery.........................................................................JULIAN SANDS

Bellman...........................................................................................JON WELLNER

The V.U.P. .................................................................................... DAVID PAYMER

Hotel Staff.......................................................................... MESAN RICHARDSON

Maître D’............................................................................................ADRIAN NEIL

François Toulour....................................................................... VINCENT CASSEL

Terry Benedict .................................................................................ANDY GARCIA

Agent Caldwell................................................................................ BOB EINSTEIN

Randall....................................................................................MICHAEL MIRANDA

Herself .......................................................................................OPRAH WINFREY

Guard (Ortega) .........................................................................ANGEL OQUENDO

Himself..........................................................................................BERNIE YUMAN

Fireworks Guy.................................................................................. WAYNE PÉRÉ

Fender Roads’ Manager....................................................................JOE CHREST

Agent Caldwell’s “Deputies” ................................. TIM CONLON, MOIRA SQUIER

Mr. Weng’s Assistant.............................................................................STEVE HAI

Singing Referee.............................................................................MICHI YAMATO

Himself...........................................................................BAYANBAT DAVAADALAI

Himself........................................................................ BYAMBAJAV ULAMBAYAR

Sumo Referee ....................................................................................REN URANO

Himself.......................................................................................... MUSASHIMARU

Himself....................................................................................................AKEBONO

Nestor’s Brother................................................................................LUIS CHAVEZ

Blackjack Pit Boss ................................................................... MICHAEL HARNEY

Security Supervisor ..................................................................... JAMES DuMONT

Slot Machine Pit Boss........................................... ROBERT DOUGLAS PURCELL

Cartwheel Girls ............................................... ASHLEE VINGLE, ANDREA TIEDE

The Real Fender Roads .......................................................... AUSTIN PRIESTER

Bank’s Secretary .............................................................MARGARET TRAVOLTA

Slot Machine Winner ........................................................JACQUIE BARNBROOK

Roulette Dealer...........................................................................TOMMY HINKLEY

Security Technicians ............................................... MATT DUGGAN, ADAM KAIZ

KASEY MAHAFFY, NICK PUGA, PAULL WALIA

Himself..............................................................................MICHAEL S. MELDMAN

Bruiser ................................................................................SCOTT L. SCHWARTZ

Floor Manager .......................................................................JORGE LUIS ABREU

Benedict’s Secretary..............................................................DIANA DONALDSON

Ticket Agent.................................................................................... SHAE WILSON

Stunt Coordinator .....................................................................JOHN ROBOTHAM

FILMMAKERS

Directed by...................................................................... STEVEN SODERBERGH

Written by..................................................BRIAN KOPPELMAN & DAVID LEVIEN

Produced by...........................................................................JERRY WEINTRAUB

Based upon characters created by......................GEORGE CLAYTON JOHNSON

& JACK GOLDEN RUSSELL

Executive Producers........................................................................ SUSAN EKINS

GREGORY JACOBS

FREDERIC W. BROST

and BRUCE BERMAN

Director of Photography............................................................PETER ANDREWS

Production Design by ..................................................................PHILIP MESSINA

Edited by...................................................................STEPHEN MIRRIONE A.C.E.

Music by........................................................................................ DAVID HOLMES

Costume Design by..................................................................LOUISE FROGLEY

Casting by..............................................................................DEBRA ZANE C.S.A.

Unit Production Manager....................................................FREDERIC W. BROST

First Assistant Director ...........................................................GREGORY JACOBS

Second Assistant Director ............................................. BASTI VAN DER WOUDE

Associate Producer/Production Supervisor...............................ROBIN LE CHANU

Supervising Art Director.............................................................DOUG MEERDINK

Art Director.................................................................................... TONY FANNING

Set Decorator........................................KRISTEN TOSCANO MESSINA, S.D.S.A.

Camera Operator/Steadicam Operator ........................DUANE “DC” MANWILLER

A Camera First Assistant.......................................................... STEVEN MEIZLER

A Camera Second Assistant.............................................................TOM JORDAN

Production Sound Mixer .................................................. PAUL LEDFORD, C.A.S.

Boom Operator ......................................................................... RANDY JOHNSON

Production Accountant .................................................................... MARK MAYER

Script Supervisor ...........................................................................ANNIE WELLES

Assistant Art Directors........CURT BEECH, WILLIAM HUNTER, ERIC SUNDAHL

Lead Set Designers ...................................... C. SCOTT BAKER, LUIS G. HOYOS

Set Designers ............................................ARIC CHENG, TODD CHERNIAWSKY

SCOTT HERBERTSON, AL HOBBS

DAWN BROWN MANSER, RON MENDELL

MAYA SHIMOGUCHI, ROBERT WOODRUFF

Illustrators ......................... JOANNA BUSH, JAMES CLYNE, DARREN GILFORD

Property Master..........................................................................ROBIN L. MILLER

Assistant Property Masters.......................................... D. JAMES STUBBLEFIELD

TOMMY ALTOBELLO, MAUREEN McGUIRE

Graphic Designers......................................DAVID E. SCOTT, KAREN TENEYCK

Art Department Assistants........ GENELLE CICCARELLI, ANDREW DAVID HALL

TARA SHACKELFORD, SETH WILDER

Leadman......................................................................................SCOTT BOBBITT

Buyers............................................. HELEN KOZORA-TELL, KATHLEEN ROSEN

Set Dressers..........................................DAMON ALLISON, RICHARD ANDRADE

WYLIE YOUNG GRIFFIN, LARRY HANEY

GREG M. LYNCH, ERIC RAMIREZ

ROBERT SICA, RONALD SICA, ANDREW SMITH

BRETT SMITH, NICOLE ZAKS

On-Set Dressers.............................JOHN H. MAXWELL, MERDYCE McCLARAN

B Camera First Assistant................................................................ JAMES APTED

B Camera Second Assistant.......................................................WILL DEARBORN

Camera Film Loader...................................................................... PAUL TOOMEY

Video Assistant Engineer ................................................................... DAVID KATZ

Second Video Assist Operator ................................................SCOTT R. CRABBE

Computer Playback ................................................ RICHARD ALLEN WHITFIELD

Utility Sound......................................................................................... ROSS LEVY

Chief Lighting Technician ............................................................ JIM PLANNETTE

Assistant Chief Lighting Technician ............................................. RUSSELL AYER

Dimmer Board Operator .................................................................... JOHN CRIMS

Lighting Technicians.......................MICHELLE Le DOUX SUTOR, DAVID LUJAN

ERIC SAGOT, IAN STRANG

Rigging Gaffer................................................................ R. MICHAEL De CHELLIS

Rigging Best Boy .............................................................. RAYMOND GONZALES

Rigging Electricians ......................................... JOSEPH AYER, LESTER BOYKIN

DOUGLAS BYERS, EARL R. CANTRELL

BOBBY De CHELLIS, ERNIE COX

GEORGE FUNDORA, MATT HAWKINS

BRIAN R. LUKAS, ANDY NELSON

WALTER NICHOLS, RAMAN RAO

LYLE P. ROBBINS, DENNIS SHELTON

STEVEN STRONG, DEVIK WIENER

Key Grip..............................................................................................AL LaVERDE

Best Boy Grip.................................................................................... DANA BAKER

Dolly Grips ........................................ PAUL THRELKELD, RYAN VonLOSSBERG

Company Grips.....................................BOB ARREDONDO, WAYNE L. DUNCAN

JONATHAN LEARY, JASON TALBERT

Key Rigging Grip ...............................................................................KENT BAKER

Best Boy Rigging Grip..........................................................STEVEN FROHARDT

Second 2nd Assistant Director.................................................JODY SPILKOMAN

Additional 2nd Assistant Director ..............................MATTHEW W. HEFFERNAN

Set Production Assistants.............. DANIELLE BRYCE, SAMUEL R. GOLDBERG

JAKE GROSS, GAVIN KLEINTOP

WILL MELDMAN, WILL SANDOVAL

MICHAEL SERRANO, CODY WILLIAMS

SYDNEY YUMAN, TERRENCE B. ZINN

DGA Trainee.........................................................................MATTHEW JANSSEN

First Assistant Editor...................................................................... KEITH SAUTER

Assistant Editors...................MATT ABSHER, DAVID KIRCHNER, JADE WELSH

Special Effects Coordinator.......................................................KEVIN HANNIGAN

Special Effects Foreman ...................................................... WERNER HAHNLEIN

Special Effects Designer ......................................................BRUCE DONNELLAN

Special Effects Technicians.................................STEVE AUSTIN, RON EPSTEIN

BLAIR FOORD, RONALD GOLDSTEIN

JASON “FB” HANSEN, JOE W. KLEIN

MATTHEW J. McDONNELL, MICHAEL D. ROUNDY

KEN TARALLO, MARIO VANILLO, PAUL VIGIL

Special Effects Office Assistant...........................................MANUELA HAHNLEIN

Costume Supervisor ....................................................................... LYNDA FOOTE

Key Costumer..........................................................................RICHARD SCHOEN

Set Costumers......................ANNIE MILLER, BOB MOORE, JASON M. MOORE

Costumers ................................. GARET REILLY BATCHELOR, SHANDRA BERI

TOM CUMMINS, ANN FOLEY

JO KISSACK FOLSOM, BETSY GLICK

MARY ETTA LANG, JORGE J. GONZALEZ

DENNIS McCARTHY, AMANDA W. McLAUGHLIN

NINA PADOVANO, DAVID PERRONE

SENNA SHANTI, EMMA TRENCHARD

Costumer for Mr. Damon............................................................BARNABY SMITH

Staff Assistants.......................................................LEIGH BELL, RASI DELGADO

Make-Up Department Head........................................................... JULIE HEWETT

Key Make-Up Artists..................MICHELLE VITTONE-McNEIL, FIONAGH CUSH

Make-Up for Ms. Barkin...........................................................ROBIN FREDRIKSZ

Make-Up for Mr. Mac...............................................................VONDA K. MORRIS

Make-Up for Mr. Pitt ...................................................................... JEAN A. BLACK

Make-Up Artists ............................... JULIE KRISTY, HAYLEY CECILE, ZOE HAY

DONNA-LOU HENDERSON, MELANIE HUGHES-WEAVER

WILL HUFF, JOHN MALDONADO, KELLEY MITCHELL

JOJO M. PROUD, MARSHA SHEARRILL

Hair Department Head..............................................................WALDO SANCHEZ

Key Hairstylists ...................................FRIDA S. ARADÓTTIR, RITA BELLISSIMO

LAUREL E. KELLY, ARTURO ROJAS

Additional Key Hair Stylist .......................................................... CAMMY LANGER

Hairstylist for Ms. Barkin............................................................LONA MARIA VIGI

Hairstylist for Mr. Damon............................................................. KAY GEORGIOU

Hairstylist for Mr. Mac.............................................................TERESSIA CARTER

Location Managers..........................................KEN LAVET, QUENTIN HALLIDAY

Assistant Location Managers ......................................................GUY MORRISON

CHRISTIAN KRIEGER, ANNA RIZK

Location Assistant Manager - Las Vegas..................................... EDDIE FICKETT

First Assistant Accountant.....................................................THEODORE DAVILA

Payroll Accountants.................................JOANIE SELDEN, CANDICE LeCLAIRE

Second Assistant Accountants................................ANNA BELARO-RODRIGUEZ

SKYLAR SCHMIDT, ANTHEA STRANGIS

Production Coordinator.......................................................................KATE KELLY

Assistant Production Coordinator...........................................MICHAEL LaCORTE

Travel Coordinator........................................................................STACY PARKER

Production Secretary............................................................STACY A. SOLOMON

Production Office Assistants........................................................ JOSH CARLOCK

DYLAN HAGGERTY, T.J. JACKSON

KATHERINE KOUSAKIS, JOSHUA STUART

Casting Associate.......................................................................TANNIS VALLELY

Casting Assistant.......................................................MELISSA KOSTENBAUDER

Extras Casting .......................................................................................RICH KING

Publicist .................................................................................. SPOOKY STEVENS

Still Photographer ...........................................................MELINDA SUE GORDON

Executive Assistant to Mr. Weintraub............................... KIMBERLY PINKSTAFF

Assistants to Mr. Weintraub........................JOSHUA SOSTRIN, CHRIS WEAVER

Assistant to Mr. Weintraub .......................................................JANE WEINTRAUB

Assistant to Mr. Soderbergh............................................... MONICA De ARMOND

Assistant to Ms. Ekins ................................................................... BETSY DENNIS

Assistant to Mr. Jacobs .............................................. MARIE-HÉLÈNE RIVERAIN

Assistant to Ms. Barkin..........................................................MICHELLE NICKLAS

Assistant to Mr. Cassel..........................................................JAMES NICHOLSON

Assistants to Mr. Cheadle............................JASON SUGARS, LINDA FRIEDMAN

Assistant to Mr. Clooney....................................................... ANGEL McCONNELL

Assistant to Mr. Damon..................................................................COLIN O’HARA

Assistant to Mr. Garcia .................................................................. KATHY FISHER

Executive Assistant to Mr. Pacino...............................................MICHAEL QUINN

Assistant & Security to Mr. Pacino ....................................................... LOU CRISA

Assistant to Mr. Pitt.............................................................................NAZIA KHAN

Assistant to Mr. Reiner ..................................................................... BESS SCHER

Interpreter/Translator.............................................................................STEVE HAI

Sumo Consultant ................................................................. ANDREW F. FREUND

Consultant to Ms. Barkin .............................................................. L’WREN SCOTT

Consultants........................................................... RICKY JAY, MICHAEL WEBER

Cast Security Provided by .................................................................. S.I.S.S. LTD.

Construction Coordinator.............................................................. CHRIS SNYDER

General Foreman .................................................................WILLIAM W. GIDEON

Paint Supervisor..........................................................................HANK GIARDINA

Location Foreman...................................................................GERARD FORREST

Construction Foreman/Purchaser ................................................... JOHN MOORE

Propmaker Foreman/Toolman..................................................JAMES PANIAGUA

Mill Foreman......................................................................DENNIS RICHARDSON

Supervising Labor Foremen ..................... SCOTT LODWIG, RICHARD SARABIA

Plaster Supervisor.....................................................................DAVID HOWLAND

Supervising Head Model Maker ............................................ MICHAEL CARROLL

Supervising Sculptor......................................................................GENE COOPER

Supervising Welding Foreman .............................................................BUD KUCIA

Welding Foremen .......................... JOHN B. BULLARD, MARIANO FERNANDEZ

CHET GARLOW, JOSHUA KING

KRIS NAGLE, GREGORY D. SMITH

Propmakers/Stage Foremen ........................GARRY T. BAILEY, PHIL COFFMAN

RYAN HANDT, MARK LOPEZ

GREGORY LYNCH, JR., JOHN MAZZOLA

JIM MEYER, DALE SNYDER

JAMES L. STEPHENSON, EIRIK STOUT

ANDY WEDEMEYER, CURTIS YACKEL

Paint Foreman .......................................................................................NEIL RUST

Stand-By Painter ...................................................................CHRIS ZIMMERMAN

Plaster Foremen........................BRIAN GILBERT, RALPH LANE, ERIC NELSON

Greens Supervisor.................................................................... RANDY MARTENS

Transportation Coordinator..........................................................SHANE GREEDY

Transportation Captain..............................................................JON CARPENTER

Transportation Captain - Las Vegas.................................... JAMES S. JIMERSON

Drivers ................... RICH BENNETTI, PAT CARMAN, DOREEN L. CARPENTER

DANNY COUGHLIN, JOHN O. FALVEY, BERNARD GLAVIN

DAVE GLAVIN, DIANE GLAVIN, LEON L. GLAVIN

CHRIS GORDEN, BILLY GRACE, STEVE LEWIS

BIL McLAREN, XAVIER MENDOZA, TONY MERCIER

KEN MERRITT, TOM NEAL, JEFFREY NUTT

CHARLES RAMIREZ, HANS RAMM, CHANCE ROBERTSON

ERNEST L. SANDERS JR., SARAH LYNN SCHMITT

LaREE SGRIGNOLI, LONNIE SILVA, MICHAEL A. SWANN

PAUL E. TUMBER, GORDON R. WINKLE

Set Medic.................................................................................. KERI LITTLEDEER

Construction Medic............................................................................RUBEN RICO

Catering ........................................................................... FOR STARS CATERING

Chef ............................................................................................. LLOYD THOMAS

Craft Service.........................................................................................JEFF WINN

Supervising Sound Editor/Re-Recording Mixer...............................LARRY BLAKE

Dialogue Editor ................................................................................... MATT COBY

Additional Dialogue Editing...................................................... VANESSA LAPATO

Sound Effects Editors ............................... AARON GLASCOCK, JOHN POSPISIL

Assistant Sound Editor..................................................................BILLY THERIOT

Sound Effects Recording.................................................................ERIC POTTER

Post-Production Supervisor................................................ MONICA De ARMOND

Post-Production Coordinator ........................................... RYAN PIERS WILLIAMS

Post-Production Assistants.................................... CORBIN MEHL, HOLLY KANG

Foley by ..................................................... ALICIA STEVENSON, DAWN FINTOR

Foley Mixer ..........................................................................DAVID BETANCOURT

Post-Production Sound Services................. SWELLTONE LABS/NEW ORLEANS

Titles by .......................................................................................... PACIFIC TITLE

Cutting Continuity ........................................................................MASTERWORDS

Dailies Telecine .......................................TECHNICOLOR CREATIVE SERVICES

Dailies Colorist...................................................................................ED TWIFORD

Digital Intermediate by................WARNER BROS. MOTION PICTURE IMAGING

Digital Intermediate Colorist ..................................................... JAN YARBROUGH

Digital Intermediate Producer.............................................CHRISTINE VASQUEZ

Conform.................................................................................KATHLEEN LARGAY

Visual Effects Supervisor..........................................................THOMAS J. SMITH

Visual Effects by..................................................................C.I.S. – HOLLYWOOD

Visual Effects Producer......................................................MELISSA BROCKMAN

Digital Effects Supervisor .............................................................. DAN KAUFMAN

Compositing Supervisor ....................................................................... DAVID REY

Visual Effects Coordinator.........................................................JULIA GAUDETTE

Matte/Texture Artist Supervisor..........................................................DIANA MIAO

Lead Development Artist.................................................................JOHN HEWITT

CG Lighting Artists...............................................CHRIS RYAN, JASON WARDLE

CG Artists ........................................................ JOHN CASSELLA, ERIC PENDER

Matte Painter ................................................................................ MARC SAMSON

Texture Artist ........................................................................... DOTTIE STARLING

Compositors..................................RANDY BROWN, TOM DAWS, CHRIS LANCE

KAMA MOIHA, GREG OEHLER

Roto/Paint Artists.........KRISTINE LANKENAU, HEATHER RYAN, GREG SHIMP

MUSIC

Music Supervisor .......................................................................... DAVID HOLMES

Music Consultant ............................................................................ FRANKIE PINE

Programming and Keyboards by..............................................STEPHEN HILTON

Recorded & Mixed by................................................................HUGO NICOLSON

Guitar/Bass 6........................................................................... WOODY JACKSON

Electric Bass/Guitar....................................................................JASON FALKNER

Guitarete......................................................................................LEO ABRAHAMS

Soundmaker, Organs, Marxophone .........................................................ZAC RAE

Fender Rhodes..............................................................................SCOTT KINSEY

Acoustic Bass .............................................................................. ROBERT HURST

Harmonica .................................................................................TOMMY MORGAN

Horns........................BRUCE FOWLER, WALT FOWLER, STEVE TAVAGLIONE

Dulcimer..................................................................................GEORGE DOERING

Drums.........................................................................................ZACH DANZIGER

Percussion.................DAVEY CHEGWIDDEN, LUIS CONTE, HUGO NICOLSON

Recorded and Mixed at .............................................. OCEAN WAY RECORDING

Music Editor.............................................................................VALENTE TORREZ

Second Engineer.....................................................................WESLEY SEIDMAN

Soundtrack Album on Warner Sunset Records/Warner Bros. Records Inc.

“Don’t You Want Me”

Written by John Callis, Philip Oakey and Adrian Wright

Performed by Martin Blasick

“Caravan”

Written by Duke Ellington and Juan Tizol

Performed by Puccio Roelens

Licensed Courtesy of Right Tempo SNC

“Hansel and Pretzel”

Written by Henri René

Performed by Henri René and His Orchestra

Courtesy of The RCA Records Label

By Arrangement with SONY BMG MUSIC ENTERTAINMENT

“Suite Bergamasque, Clair de Lune, No. 3”

Written by Claude Debussy and Isao Tomita

Performed by Isao Tomita

Courtesy of Sony BMG Masterworks

By Arrangement with SONY BMG MUSIC ENTERTAINMENT

“Lara’s Theme”

Written by Maurice Jarre

Performed by James Last Band

Courtesy of Universal Music GmbH under license from

Universal Music Enterprises

“A Man and a Woman”

Written by Pierre Barouh and Francis Lai

Performed by James Last Band

Courtesy of Universal Music GmbH under license from

Universal Music Enterprises

“This Town”

Written by Lee Hazelwood

Performed by Frank Sinatra

Courtesy of Warner Bros. Records Inc. & Reprise Records

By arrangement with Warner Music Group Film & TV Licensing

“Soul Town”

Written by Klaus Doldinger

Performed by The Motherhood

The Producers Wish To Thank

Armani

Anheuser-Busch Entertainment Marketing

Aristocrat Technologies, Inc.

Arriva Card, Inc.

Bellagio

Clark County Department of Business Licenses

Giesecke & Devrient America, Inc.

Global Cash Access, Inc.

Gulfstream

J.T. Kalmar GmbH Custom Lighting & Services

Maserati

The Palazzo Hotel Resort Casino

Ritmo Mundo Timepieces

Samsung

Showrig

Swarovski

Sun Microsystems

THEhotel at Mandalay Bay, Las Vegas

Tiffany & Co.

The filmmakers would like to thank

The Louisiana Governor’s Office of Film and Television Development

CORBIS

Footage licensed by WWOR News, WWOR-TV, Inc.

“The Oprah Winfrey Show” courtesy of Harpo Productions, Inc.

Camera & Lenses by PANAVISION

Camera Cranes & Dollies by CHAPMAN/LEONARD STUDIO EQUIPMENT, INC.

Color and Prints by TECHNICOLOR

KODAK Motion Picture Products

DOLBY Digital SDDS DTS Digital

Approved #43446

Motion Picture Association of America

IATSE

This motion picture

Story and Screenplay

Original Score

Jerry Weintraub (logo)

Warner Bros. Distribution