There are few experiences that can compare to that of observing a Belairium (to use the correct collective noun) of prime, A-list movie stars up close in their natural habitat, here a plush country club just outside Palm Springs. This is especially true when they let you get close enough to feed them questions. Not that the likes of George Clooney, Brad Pitt, Matt Damon, Don Cheadle, Andy Garcia, Catherine Zeta Jones and producer Jerry Weintraub need much sustenance in that department. Proffer them a sliver of "What..." or a morsel of "Why..." and they're off, cracking more gags than a Tarbuck family telethon.

With the lamentable absence of Julia Roberts, who is elsewhere giving birth to twins, the stellar cast of Ocean's Twelve, sequel to Steven Soderbergh's 2001 hit heist caper Eleven, are gathered at this exclusive desert watering hole to talk about their new movie. As it is, they do no such thing, or very little of it at least. The cheerful bonhomie, ding-dong badinage and ceaseless piss-taking that characterize their ensemble performances in both movies carries over into real life. They are far more content to cast aspersions on the size of Pitt's manhood, or ponder the status of Weintraub's Mafia connections than they are to discuss the downbeat, Nouvelle Vague overtones of the movie or, indeed, what exactly they're pinching this time round. Thank heavens Steven Soderbergh, for one, is taking things seriously.

"The tone of this script is very similar to the tone of Eleven," the director smiles, getting down to business. 'I had the basic idea that Benedict (Garcia) tracks all of them down and then they must go to Europe to pull off a series of heists to pay him back. But unlike the first film, where you have fun watching them be successful, I thought it'd be more fun if Twelve was the movie where everything goes wrong. And of course, we have Catherine in this film; she's really fun to watch as she puts the guys in hot water." As Soderbergh tries to explain his movie, the pack of movie stars gets restless; they want Empire's attention...

EMPIRE: Was Twelve as much fun as Eleven?
GEORGE CLOONEY: No, this one was a job. There was no camaraderie at all. Did anyone actually get along?
DON CHEADLE: Just answer the question, George.
CLOONEY: Shut up, man. Ohhh, 'Mr. Hotel Rwanda'; 'Mr. Serious Actor'. I guess I got along with Carl (Reiner) best, because he's older. He can't fight as well. Brad kind of set the tone. He's such a movie star; he's hard to be around. 'Pretty Boy' Pitt. He's been a little upset over the whole Jude Law, 'Sexiest Man Alive' thing.
CHEADLE: Jude took him down!
CLOONEY: We were really behind Matt this year, because we know he's always wanted an 'SMA'.
MATT DAMON: Jude ran a really good campaign. Nothing you can do about a campaign like that
CLOONEY: But you're on the list so, maybe, in the event he can't perform his duties? No, it was fun. They're fun people. Except for Julia - we don't like her. Or her twins.
EMPIRE: So you had a nice holiday in Europe and squeezed in some work along the way..
DAMON: That's absolutely not true.
BRAD PITT: No, it's kind of true, Matt.
CLOONEY: A little bit.
EMPIRE: Is there any one incident that sticks in your minds?
CLOONEY: Ooh, ooh, tell him the story about how you got busted at the border with all that heroin.
CHEADLE: First of all, it wasn't heroin. It was crack. Anyway, working with a hangover was probably the hardest thing for me.
CATHERINE ZETA-JONES: For me it was having my opening speech changed the night before I did it, after I'd learnt it.
JERRY WEINTRAUB: The characters they established in Ocean's Eleven are, naturally, in this film. But it's three years later and people grow in three years, relationships change, things happen. So that's what they had to get their heads around. I'm sure you changed over the last three years.
PITT: I didn't. I stayed exactly the same.
WEINTRAUB: Well, you were gay three years ago; you're still gay now.
PITT: I'm exactly the same height and weight I was.
DAMON: The height was very hard to maintain.
WEINTRAUB: We had the addition of Catherine's character into the plot.
CLOONEY: And we had to hide Julia's pregnancy.
CHEADLE: We had to cause it first.
EMPIRE: Catherine, how was it being the new girl?
ZETA-JONES: It was pretty easy; I just slipped right in. I'd worked with Don and Steven an George before.
CLOONEY: So that was hard.
PITT: That was rough on all of us.
ZETA-JONES: Yeah, that was really difficult. No, it was great. They weren't intimidating at all. They left their egos at home. It was a great set. But I'm now hated by women around the world. My husband would say to me, "What are you doing today, honey?" "Oh, I'm kissing Brad Pitt on a bridge in Rome". "Okay, what are you doing this afternoon?' "I'm kissing Brad in an alley I think, maybe a car."
CHEADLE: The only really difficult thing was the restraining, order Catherine had on George.
CLOONEY: It wasn't really a restraining order. Okay, it was, but only 50 feet.
WEINTRAUB: You know, the only real problem we had was Matt's $54 million opening weekend for Bourne Supremacy. He showed up eight hours late for work the next day.
CHEADLE: That was bad.
CLOONEY: He renegotiated his deal in the car on the way to set.
PITT: Yeah, what happened to you man? You changed.
CLOONEY: You changed overnight.
PITT: He used to be so nice and socially repressed.
DAMON: (Leaps up to storm out) This is bullshit!
CHEADLE: He started chasing all the best lines.
CLOONEY: Yeah, we'd rehearse and he'd be, "I'm gonna say that."
PITT: Actually, I'd do all these interesting, mind-blowing things in rehearsal, we'd do a take and I'd see Don Cheadle doing them.
CHEADLE: Yeah, I would. I took all the good bits.
EMPIRE: So there was some friendly rivalry going on?
CLOONEY: No, not friendly at all. Listen, I wanted Bourne to do well, as long as my things do better. I don't think that's asking too much.
PITT: We can all learn something from that. I wanted it to fail.
EMPIRE: There were hundreds of internet rumours flying around while you were making the movie. How did you counteract those?
CLOONEY: We did have a dummy script out there for a while. And that was part of the fun. It was because we were getting beat up so bad we put something out there to make us laugh.
WEINTRAUB: This is a funny story. These scripts were being printed on the internet every 15 minutes, in Spanish, in Italian, in French...
CLOONEY: Serbo-Croatian.
WEINTRAUB: There was a script for sale on eBay, so I bought it. I bought it for $115, which I haven't been reimbursed for yet. I think these guys should come up with some money. Anyway, I got the script and it was pretty much right. I was like, "This is crazy; this is one of our scripts." There were notes in it; somebody had made scene notes.
CLOONEY: Stuff like, "When am I gonna fuck Jerry over?"
CHEADLE: "How do I tell Matt how I really feel?"
EMPIRE: How did it get leaked?
PITT: Look, I said I was sorry. I was sorry then and I'm sorry now.
WEINTRAUB: One of our producers had it on his desk. Somebody stole it and put it on the 'net. I had a meeting with the guy and I threw it in the middle of the table. He said, "That's my script, how did they get my script?"
PITT: Right, and he's wearing a new Rolex?
EMPIRE: Did you have a favourite European location on the shoot?
CLOONEY: I would say..
WEINTRAUB: Lake Como (Clooney has a house on Lake Como).
CLOONEY: I have to stay out of that question.
PITT: It's impossible to say. We were in Paris, Amsterdam, Rome, Sicily..
CLOONEY: ..Lake Como.
PITT: Burbank.
EMPIRE: George, you invited the cast to stay at your house on Lake Como. That was very generous...
CHEABLE: We had to pay; it wasn't like it was free. He did give us a cut rate, though.
CLOONEY: I thought that was very generous. I'mm very lucky to have a home there. I grew up in Kentucky so didn't get to travel much as a kid, as you can imagine, and...
DAMON: Zzzzzzzzzzzzzzz
CLOONEY: Thanks. I loved all of Europe. For some reason I don't remember Amsterdam at all, though.
CHEADLE: Yeah, Amsterdam was a blur.
PITT: More of a haze, I'd say.
CHEADLE: More of a fog, really. I don't understand why. I walked into this coffee house...
EMPIRE: Apart from, erm, "haze" and "fog", any other problems shooting this side of the pond?
WEINTRAUB: We thought Rome was gonna be very difficult, But everyone - the police, the storekeepers, the people - was very good to us. We couldn't have found a better place to shoot. There were all these crazy stories going around, like I had to make deals with the Mafia
ANDY GARCIA: How do you make a deal with yourself, Jerry?
WEINTRAUS: That makes it easier. We shot one scene in Sicily and I never saw anyone from the Mafia. I never gave anyone any money.
EMPIRE: With all the hysterical fans and paparazzi, did you keep a tally of who got the most attention?
CLOONEY: Listen, it isn't hard. We'd all walk out and you'd hear, "Waaaahhh." Then you'd hear, "BLAAAHHHHHH!!!" and we'd be like, "Okay, Brad's on set."
PITT: Not true at all. The crowd never saw them because they'd shove me out first.
CLOONEY: Yeah, we did chum the water.
PITT: I'd be like, "Let's go guys." I'd walk out and" (turns and looks behind him: there's no-one there), "Huh?"
EMPIRE: You - and George in particular - have a reputation for practical jokes on set. What were the standouts on this one?
CLOONEY: I am an innocent flower. But Satan here (glares at Brad)...
WEINTRAUB: I'll tell you his last prank; he locked me in my trailer with two-by-fours through the door handles.
CLOONEY: (Pretending to be Weintraub) "Open the fuckin'trailer!"
WEINTRAUB: The whole trailer was shaking.
CHEADLE: (Chuckling) And then he lit it on fire...
CLOONEY: Brad made a flyer in Italy before I got there that said, "Mr. Clooney forbids eye contact and insists on being referred to as 'Danny' or 'Mr. Ocean' by the crew." So for over a month, the whole Italian crew was like, "Yes, Mr. Ocean." It got in the paper about what a diva I was. I finally said, 'What the hell is this?" Someone said, "It's about the memo." I read the memo and went through all the ADs until I found out who might have written it. PITT. Speaking of that, I had a bumper sticker on my car for three weeks that said, "Small penis on board.
DAMON: It was right on the passenger door, too. So he's driving home through Beverly Hills and people are honking and waving. He thinks it's because he's Brad Pitt so he's smiling, waving back...
PITT: Actually, I don't think my small penis is anything to joke about.
ZETA-JONES: I thought the guys didn't like me because they didn't play a prank on me. But I've been told it can take up to three years to complete. I've known George for two years, so I'll be looking over my shoulder for the next one.
PITT: We got Jerry good last night. We're all staying at Jerry's place here in Palm Springs and he was getting a massage. So George looks in and goes, "You got a camera?" I say, "Yes, I do." We went into the room, it's nice and dark and Frank Sinatra's playing. George warms up his hands and the masseuse, so smoothly, takes her hands off Jerry and in comes George. He starts massaging Jerry's belly and I hear this, "Ohhhhh." He starts massaging Jerry's inner thigh. I hear this, "OHHHHHH." And I snap the picture.
WEINTRAUB: You can get it on eBay.
EMPIRE: You had a pick-up basketball game going between set-ups. Did you let the girls play?
CHEADLE: I don't think the girls were interested. I don't remember Catherine or Julia saying, "Hey, gimme the rock."
CLOONEY: We had a pretty good team.
CHEADLE: Yeah, we want to start challenging other movies - The Polar Express, SpongeBob, The Incredibles. We could take 'em.
CLOONEY: And The Golden Girls. We fear no-one.
EMPIRE: Do you think there are inherent pitfalls in sequels - you know, diminishing returns, rehashing the original?
CHEADLE: Well, we wouldn't have shown up if Steven hadn't come up with a new way to tell the story. The only danger in doing a sequel is repeating yourself. And the only danger in doing a sequel is repeating yourself. Sorry, that just made me laugh.
EMPIRE: This movie seems to follow the Empire Strikes Back rule. First one you're the cool dudes, this one you get screwed, basically..
CLOONEY: Yeah, I guess in the first one you were never in any doubt we were going to pull it off. In this one we get thrown and we're these humbling idiots. So, very similar to Empire Strikes Back, yes.
CHEADLE: So what? So it's like Empire Strikes Back. Is that a bad thing?
DAMON: At least it's not like Return Of The Jedi. We don't have those little frikkin 'Ewoks running around.
CHEADLE: No, they're in Thirteen.
EMPIRE: So there'll be an Ocean's Thirteen?
WEINTRAUB: We don't discuss that; it's bad luck.
PITT: I'm doin'it!
CLOONEY: We were in pre-production on the next Batman when my Batman came out. That put a little hitch in our 'gitalong'.
CHEADLE: Are you still contractually obligated to do that? C
CLOONEY: Yeah!
PITT: You know they're doin 'it.
CLOONEY: Yeah, some fuckin' young people. But it's okay, man; it's cool. "Freeze, Mr. Freeze!" I keep saying it, nobody hears me. I wake up in the middle of the night screaming, "I'm Batman!"
WEINTRAUB: If the right story comes along, maybe we'll do it. Who knows? I can't say right now
CHEADLE: Actually, we've already decided. The next one's gonna be a musical: Ocean's 5,6,7,8.

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