Ocean's Thirteen, the Interview

Ocean's Thirteen is the second sequel of a remake of a heist movie that was considered lightweight even by the standards of a lightweight era. But if you think the heft of the material had any effect on the seriousness with which the all-star ensemble cast prepared for their roles—well, you'd be right. TIME's Josh Tyrangiel sat down in Cannes with a very loose George Clooney, Brad Pitt, Matt Damon and series newcomer Ellen Barkin—in her first film role in quite some time and, in case you forgot, kind of a live wire—to discuss politics, Al Pacino, the Pitt-Jolie paparazzi juggernaut, and their favorite leading men. And in Barkin's case, to exploit every possible opportunity for innuendo.

TIME: When you have so many stars in a movie, and it's the third in a trilogy, how do you keep it from going off the rails and becoming Cannonball Run 3?
CLOONEY: Well, we like to think it's more like Lord of the Rings, in the trilogy sense.
PITT: Wait, what's wrong with Cannonball Run 3?
DAMON: I don't even think there was a Cannonball 3. Look, you have us confused with deep thinkers. You've already put more thought into why we did the movie than we did.
CLOONEY: You're thinking that we're not just whores for money. There's your mistake.

So you don't get actorly and defensive if people think, Sure looks like they had a good time making that movie?
BARKIN: I do, because I did a lot of research on my character. [Laughter]
CLOONEY: The idea that every time you do a film you're supposed to be tortured confuses me. I mean, guys who say, "Oh, it's really tough, my character is really suffering"—come on. For us, even in the rotten ones we've had a good time. I don't think you have to suffer. Maybe Matt had to suffer.
DAMON: Yeah, I did. I had to go deep to find Linus.
BARKIN: Was that your character's name?
DAMON: Yeah.
BARKIN: I'm sorry, I only read my lines.
CLOONEY: We like that Matt's done three different Linuses in three different movies.
DAMON: I have done him kind of different each time.
BARKIN: It's important for him to change it up, while Brad and George have no range, so they just have to keep playing the same parts.

You were supposed to do Ocean's Twelve...
BARKIN: I did do Ocean's Twelve. My scene got cut. You did not do your homework.

I suppose I should've asked to come on set for Ocean's Twelve so I'd be prepared for the Ocean's Thirteen interview.
CLOONEY: You should have been there. There was some deep stuff going on on that one too.
BARKIN: [To Damon] I had an accent in that scene, didn't I? I had a Russian accent. Or did [director Steven Soderbergh] make me do it without the accent?
DAMON: Yeah, I think he was very polite and was like,"The accent's good. Let's just protect ourselves here and, uh ... " [Laughter] But that scene is on the new dvd they're doing, the "Explosive Extras" or whatever they call it. [More Laughter] What? They do that on the Bourne dvds. It's all these shitty scenes that we didn't put in the movie.

You've got Al Pacino in this movie, and previously you had Albert Finney and Julia Roberts. Are there any people you've approached who have actually said no?
CLOONEY: There is one. Bruce Willis turned down the first one.
BARKIN: Whose part?
CLOONEY: Actually, it was mine. He was supposed to be Danny Ocean, and he did end up doing the second one. I think he regretted not being in the first. But otherwise, pretty much anytime you go to someone with this, they sign on. We couldn't believe Al wanted to do it.