IT'S been three years since Danny Ocean (George Clooney) and his crew fronted by detail man Rusty Ryan (Brad Pitt), up-and-coming pickpocket Linus Caldwell (Matt Damon), explosives expert Basher Tarr (Don Cheadle) and safecracker Frank Catton (Bernie Mac) pulled off one of the most audacious and lucrative heists in history, robbing ruthless entrepreneur Terry Benedict (Andy Garcia) of every dime stored in his impenetrable Las Vegas vault.

After splitting the $160 million take, each of the infamous Ocean's crew have tried to go straight, lay low and live a legit life ... but that's proved to be a challenge, much to the chagrin of Danny's wife Tess (Julia Roberts).

When someone breaks Rule Number One and rats on them to Benedict, going straight is no longer an option. He wants his money back with interest or else.

And, as the gang quickly discovers, Benedict is not the only powerful person in the world looking for the gang in the sequel, Ocean's Twelve.

When Steven Soderbergh's star-studded remake of the classic Rat Pack film Ocean's Eleven was released in December 2001, its worldwide success exceeded even the great expectations of renowned producer Jerry Weintraub.

According to Weintraub, it was at a press conference during the promotional tour for Ocean's Eleven in Rome that the question of doing a sequel was first posed to the cast and filmmakers.

Though no one expected that an ensemble of this magnitude could be wrangled for another Ocean's film, as fate would have it, later that evening over dinner director Soderbergh revealed that he had the beginning of an idea for a story set in the Eternal City.

"Nobody thought we would be able to get this film together," recalls Weintraub, "because logistically it's very challenging to coordinate a cast of this size and calibre into one 77-day shooting schedule. What made it easier is that they all wanted to come back."

"I wasn't thinking in terms of making another Ocean's film until we went to Rome to promote Ocean's Eleven and I fell in love with the city," confirms Soderbergh. "I began thinking about what the story and structure might be, and the idea of setting it in Europe began to take hold."

"This was the first time that Steven had been in Rome, and I could see the twinkle in his eye," recalls Andy Garcia. "He was inspired by the city and started talking about a sequel and writing while we were still there."

"We had to make sure that we had a screenplay that worked without catering to particular actors," says George Clooney, Soderbergh's partner in production company Section Eight. "The great thing about our cast is that there are no egos about who has better lines or more lines. And that's one thing that Steven has always talked about, the fantastic generosity of spirit this ensemble cast has. No one ever tries to take over the scene."

Ocean's Twelve welcomes a new addition to the ensemble, with Catherine Zeta-Jones playing Europol agent Isabel. "Isabel is a very good detective, very focused on her job and being the best she can be," says Catherine Zeta-Jones. "She has studied the Vegas heist, and she has a personal connection to the Ocean's gang, which accelerates her desire to solve this case."

The latest film finds Danny Ocean and company at a different place in their lives and "careers," but it quickly becomes apparent that while you can take the thieves out of the game, you can't take the game out of the thieves.

"Even though everyone in the crew is trying to lead a somewhat legitimate life, the truth is, the characters are happiest when they're planning and pulling off a heist," says George Clooney. "They need that adrenaline rush and it's something they've missed during the past three years."

"I think the character stuff in Ocean's Twelve is even more interesting than in the first film because the cast know their characters so well and were able to push them even further," adds Soderbergh. "Part of the fun of this film is seeing what each of the characters has done with their money. It's also fun watching them find out who busted them with Benedict, and figuring what to do about it."

The production spent ten weeks trekking across Europe, in contrast to the American locations that featured in Ocean's Eleven.

"We were shooting at the Australian Embassy on a terrace overlooking the Seine and the Eiffel Tower," Weintraub recounts. "I said to Steven, You know the Eiffel Tower is out there.' He said, That's a clich, we don't need to show it.' But in the finished film, an image of the Eiffel Tower appears as a reflection in Brad's sunglasses in a shot that I think will probably be studied by film school students for the next 25 years."

After completing work in Paris, the company spent a week in Lake Como, a month in Rome and two days in Sicily. While in Lake Como, several members of the cast, as well as Weintraub and Soderbergh, lodged at George Clooney's nearby villa.

"We would get up, have some breakfast and ask each other Who's working today?' Then when it was time to go to work, we'd go down to the dock, get on a boat and motor to the set," recalls Clooney.

"It was like summer camp, unbelievably fun and relaxing," adds Julia Roberts. "We'd be sitting around the pool and I'd say Who's at work right now?' We did manage to get an enormous amount of work done, which is the baffling mystery of this group. I don't know how we had so much fun and got so much accomplished at the same time."