Director Steven Soderbergh was very precise in his approach to remaking Ocean's 11. "You have to decide early on what kind of film you are making," he explains. "When I say Ocean's Eleven is a throwback to an earlier period in cinema, I mean that the movie is never mean, it's never gratuitous, nobody is killed, nobody is humiliated for no reason or is the butt of a joke. It's probably the least threatening film I've ever made in a way. That was conscious on my part. I wanted it to be a sort of light entertainment and I didn't think darker or meaner ideas had a place in a movie like this. I wanted it to be sparkling."

In addition to style, tone and production value, a key element in making Soderbergh's vision come to life lay in the casting of the ensemble. "It seemed to me," says Soderbergh, "that this was one film that could withstand having a lot of stars in it because it really is an ensemble piece. But we'd have to make sure to get the right stars, the right cast, because they're supposed to have camaraderie, which is very hard to fake. It had to feel like they enjoyed each other's company without having it look like they were having more fun making the movie than you are watching it."

And there was another major consideration for Soderbergh and producer Jerry Weintraub. "I had always thought Ocean's would be a wonderful movie to make again," Weintraub relates, "but the problem was: how to put together a cast of that caliber within a reasonable budget?"

The answer to this problem came when George Clooney, partnered with Steven Soderbergh in their Section Eight production company, came aboard. "The casting started with George, who I had always thought should play Danny," Soderbergh says. "George agreed that we should put together a ‘movie star' cast. And we knew that in order to do that, nobody could be paid his usual fee. George volunteered to start the ball rolling."

"I've been a producer for 40-some years and I've never had an actor cut his own salary," remarks Weintraub, "and I've never had an actor say that in order to get the cast we wanted, he would talk to each actor. George became the first to cut his salary, then Steven and George went after our cast."

In so doing, Soderbergh and Clooney were careful to avoid emulating or comparing their cast with the original film. "The original Ocean's 11 is probably more notorious than it is good," Soderbergh observes. "It was the first time that the Rat Pack appeared en masse in a film. They were the epitome of cool and none of us felt like we wanted to compare ourselves to them or to what they were up to. You can't beat that. We took a completely different tack."

"The truth is, most people never saw the original Ocean's 11," notes George Clooney. "They just think they have because those guys were the coolest. Nobody touches Frank and Sammy and Dean, and we won't ever be that cool. But we do have a really great story."