'Thirteen' should be lucky number for 'Ocean's' team

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"Thirteen" talk: In a summer of special effects driven youth appeal sequels, Warner Bros.' action adventure "Ocean's Thirteen" looms as a smart popcorn movie adults can enjoy.

"Thirteen," opening wide June 8, should be a lucky number for director Steven Soderbergh and producer Jerry Weintraub, who directed and produced the 2001 "Ocean's Eleven" original and its 2004 "Ocean's Twelve" sequel that together have grossed over $813 million worldwide. The new episode reunites Soderbergh and Weintraub with George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Don Cheadle and Bernie Mac from the first two "Oceans" and adds Al Pacino and Ellen Barkin to the mix.

In "Thirteen" Pacino plays Willy Bank, a ruthless casino owner who double crosses one of the "Eleven" gang (Elliott Gould as Reuben Tishkoff), prompting Danny Ocean (Clooney) and his pals to team up again to try to break "the Bank."

Executive produced by Susan Ekins, Gregory Jacobs, Frederic W. Brost and Bruce Berman, "Thirteen's" original screenplay is by Brian Koppelman & David Levien, whose writing credits include "Rounders" and "Runaway Jury" but no previous "Ocean's" episodes. Besides being a writing team, Koppelman and Levien are also producers and last year enhanced their credits on that front with Neil Burger's excellent romantic mystery drama "The Illusionist."

For some insights into how they approached writing "Thirteen's" screenplay I caught up recently with Koppelman and Levien. "We got a call from our agent that these guys were thinking about doing this again and would we be interested in meeting with Steven Soderbergh in New York, which is where we're based," Levien explained when I asked how the project came to them.

"We said, 'Absolutely.' We went downtown and over sandwiches at a Cosi (restaurant chain) sandwich bar on Sixth Avenue we met with Soderbergh and had a great lunch -- not that the sandwiches were so fantastic, but we talked about the movie. By the end of it he said, 'I'm going to call Jerry and let's work together on this.' We spoke to Jerry soon thereafter and immediately began coming up with the movie with Steven."

That was in August 2005. "The idea was -- Jerry wants to do it, Steven wants to do it, George wants to do it (and so do) Brad and Matt. They all wanted to do it," Levien continued. "They all had a window in their schedule like nine months hence and the only guys that could screw it up were us if we didn't deliver. So we outlined extensively and we wrote a first draft really quickly, which we then shared with Steven, Jerry and George in the first round. It wasn't exactly representative of what the movie is, but it was close enough that they all felt that we were going to have something there. We kept working from there. The movie went into production in July of '06."

When they sat down with Soderbergh for the first time did they have any ideas about where to go with the story for "Thirteen?" "Steven had a couple of thoughts," Koppelman said. "The biggest thought was a new casino and a new villain -- not making Andy Garcia's character (casino owner Terry Benedict) the primary villain. And then the idea of coming back to Vegas (after the European-set "Twelve"). And then we really just talked about the nature of con and heist movies and where this would fit on sort of the continuum of those films and how you can play with the audience's expectations -- what they were coming in expecting and what we could all think would be an interesting cool thing to do given the previous two movies.

"Steven had a great book of visual ideas that he'd been writing down for a couple of years. He read us a bunch of these one-line visual thoughts and wanted us to go away and think of how we could incorporate some of that stuff. And then we went back and forth with Steven and Jerry. Once we were hired and doing the movie and just kicking ideas around, we would send 10 pages of an outline and Steven would comment on it, Jerry would comment. We'd send back another 25 pages and we'd just sort of work like that outlining the thing. We finally probably had a 40 page outline and then we wrote the movie."

Asked how they work when they're writing, Levien told me: "In the same room. We have an office in the city and we meet every day. And like the screenwriters of yore, we read the trades and then we start to work. That's pretty much how we do it."

The two have been friends since meeting years ago at New York's Kennedy Airport. "We met as 14 and 15 year olds," Levien said.

"We were going on a cross-country bus tour, each of us," Koppelman recalled. "It started in Denver for some reason."

"We met at JFK flying out to Denver to meet up with all these other kids to go on his cross-country bus trip," added Levien.

Did they know back then that they wanted to be screenwriters? "We were the only two kids who were reading, I think," Koppelman laughed. "The other kids seemed like they were having a good time. We were both reading. Maybe that was a tip-off. But I was immediately struck by Dave's sense of words!"

Coming back to how they wrote "Thirteen," Koppelman said, "The first day we started working on the movie, Steven (was) going to come up. We'd been working on it and gone through outlines and we were about to start writing pages and Steven was going to come up for kind of one final talk through about what the script was going to be. And Jerry calls us -- you know, Jerry wakes up at 4 a.m., L.A. time."

"Whenever we're in the office," Levien pointed out, "we have a message from him already somehow from that morning."

"So we get on the phone with Jerry and he goes, 'Listen guys, I know that Steven's coming up, but before he gets there I want you to go out and get yourself a giant bag of popcorn and a couple of Cokes 'cause what you're writing here is a popcorn movie. And I want you to look at the popcorn and think of me every time any of you get some kind of egg-headed brainy idea.' And that was sort of our talisman the whole time. We thought, 'We're writing a popcorn movie for Jerry.'"

As for what that involves in terms of writing, Koppelman replied, "There's a computer involved and there's sitting and there's pacing and there's a lot of football throwing in the office."

"We always have footballs of all sorts," Levien explained.

"We have real pigskins all the way down to like nerf balls," Koppelman said.

"There's also a lot of whining and occasional crying!" Levien pointed out.

"That's usually the assistant trying to leave," Koppelman kidded. "David types most of the time. We have one big computer in front of us and then two little laptops that are on the desk behind us. So that if one us should luckily have an idea while we're writing one thing we can quickly turn around and kind of type out a rough version of that so when we get back to it we can have it. And we do keep kind of regular hours because we've found that otherwise we'll just fritter away the day. On this movie we outlined much more extensively than we normally would because there were people who needed what it was going to be beforehand. I mean, Steven was going to shoot this movie. The way Jerry produces is so hands on. George wanted a real sense of the movie and weighed in at various points."

"It was also such a complicated story," Levien observed, "with all the characters and the nature of the confusing heist they're endeavoring to pull off."

"And I think that what Jerry meant," Koppelman said, "to be serious for a moment, about the 'popcorn' was, 'Remember that in this movie you're writing it for an audience to enjoy. So even though the movie needs to have complexity and there need to be moments where plot-wise things turn on themselves and things seem really confusing (and) you have to make sure that you find a way to keep a thread that they can follow.' And that's in a way more difficult than to construct a real labyrinthian sort of plot that you don't reveal till the very end. Because when you have to make it sort of interesting enough and complex enough that it's not boring, but also clear there's a rigor and a discipline that you have to apply."

"That's what 'Ocean's Eleven' did really well, we thought," Levien said.

"You know, we have such respect for Ted Griffin's script for 'Ocean's Eleven' because he did that so well," Koppelman added.

In writing "Thirteen," Koppelman and Levien not only knew who the actors were going to be but also knew what most of their characters were like from the first two episodes. "It is unusual," Koppelman said. "I think we might have had a little trepidation about it beforehand but in the end there was something great about it because you did have this idea that George and Brad and Matt could sell almost anything you put in their mouth.

"The characters that Ted created are great. They're really engaging. There was a lot that we could do to move them forward, we felt. You know, Linus, Matt's character, really finishes sort of a progression that he starts towards the end of 'Eleven' and through 'Twelve' to becoming in 'Thirteen' like his own man. And we got to give Matt a really funny nose, which was fun!"

Koppelman and Levien's relationship with Damon goes back to their 1998 production "Rounders," in which he starred opposite Edward Norton. "We were on set every day for 'Ocean's' as we were on 'Rounders' so we knew that we would be working closely with Matt again and wanted to be able to put him in some dicey situations," Koppelman said.

In structuring their story for "Thirteen" did they leave room for it to continue in "Fourteen?" "We didn't calculate too heavily on that front," Levien replied. "We wanted to make sure that it was a satisfying ending in case all these guys didn't want to do it again."

"But let me say for the record," Koppelman added, "we'd be thrilled to do it again."

"If anybody calls to do it again we'll dig a way out, believe me," echoed Levien.

How did people react to their first draft? "By 'people,' it was only really Steven, George and Jerry," Levien replied, "and they were really enthusiastic about it. Jerry was like, 'The great news is that the heist totally works.' And in these movies that's the biggest question."

"He read our first draft," Koppelman said, "and said, 'OK, we can make this movie.' And then we all dug in. And then George weighed in and had some very specific ideas about the reason that these guys would get together again (would be for) revenge. It was very important to him that the loyalty these guys have for one another (be the reason and) that their emotional connection was sort of the bedrock underpinning this whole thing. Once George said that, we went away for a week and then turned around a draft that everybody read and went, 'Great. Let's turn this in to the studio and let's make the movie.' And there was probably like a dozen more drafts after that."

"Endless drafts after that," Levien said. "But once we incorporated that idea from George that Steven and Jerry immediately agreed with that then elevated the whole thing and got us to a place (where) we all felt, 'Hey, this feels like a movie.'"

With both of them on set every day during production, was there a lot of writing that they were called upon to do? "I'd say in the first half there was a decent amount," Levien recalled. "Once it was sort of all happening we saw that certain things we wrote were changing slightly tonally and we saw certain opportunities in working closely with Steven and him with Stephen Mirrione, the editor (whose credits include the first two 'Ocean's' and such films as 'Traffic' and 'Good Night, and Good Luck'), cutting every day off the camera basically gave us all an opportunity to see what else we could do while we were still shooting. So we added some scenes. We changed some stuff. I'd say by the half-way point there wasn't as much to do anymore."

This was their first time working with Soderbergh and it went really well. Asked why they thought that was the case, Koppelman told me, "Obviously, there are directors where it is more difficult (for writers to work with them). But a director who's really secure in what he does and is doing it for the right reasons, it seems to me, invites collaboration on a certain level. And Steven is just incredibly collaborative and really warm to other creative people."

"He's a guy who just wants the best idea," Levien added, "and often it's his. But if it's somebody else's, he's happy to hear it."

They're also both big fans of Weintraub and say they learned a lot about producing just from working with him on "Thirteen." Referring to their having produced "The Illusionist," Koppelman said, "We were the developing producers on that. We optioned the underlying short story. We put the writer with the material. We attached Edward Norton to it. And we made the movie as producers. We finished shooting the movie and cutting it by the time we started shooting 'Ocean's,' but the release of the film happened during (production). We would ask Jerry questions about 'The Illusionist' all the time through the process of writing 'Ocean's.' I mean, he's on a different level than any producer in the business almost."

"He's the oracle on this stuff," Levien noted.

"We call him the General," Koppelman said.

"The fact that he got this group of guys together three times within six years is pretty amazing," Levien pointed out. "He creates the desire and the will in all these guys to want to do it for him. They're his great friends."

"Jerry has the undying loyalty of everybody involved in these movies," Koppelman emphasized. "It's a very hard trick to pull off and he pulls it off with no problem."

Looking ahead, Koppelman and Levien are going to keeping busy. "We are going to do another movie with Steven," Levien said. "We are making a film together. It'll be, I think, his next Cuban-Wagner film (that Soderbergh's directing) towards the end of the year."

They've also adapted to the screen "The Winter of Frankie Machine," based on the novel by Don Winslow, which will star Robert De Niro and be produced by De Niro and Jane Rosenthal through their Tribeca Films for Paramount Pictures. The film's story revolves around a hit man, played by De Niro, who gives up doing hits but returns to the business after he finds out that he, himself, is now the target of a hit.

Filmmaker flashbacks: From June 22, 1989's column: "This may be the summer of blockbuster sequels, but no film has been more highly anticipated than Warner Bros.' 'Batman,' an original with blockbuster written all over it, directed by Tim Burton, produced by Jon Peters and Peter Guber and starring Jack Nicholson, Michael Keaton and Kim Basinger.

"What went into making the Guber-Peters Co. production, which opens Friday at approximately 2,200 screens (including 76 in 70mm), the event it has become? I put that question recently to Warner Bros. Distribution Corp. president D. Barry Reardon and Robert G. Friedman, Warner's president of worldwide advertising and publicity.

"'As you know, we're very collaborative here,' Friedman observes. 'We involve all elements of our company in the feature film division as well as the filmmakers. One of the first things that we determined we needed to focus on was the look, the casting, the differences that our 'Batman' had to all previous incarnations. One of the things that Barry and I focused on was the element of having the first visual image of 'Batman' be in the moving form -- i.e., a trailer. In trying to pinpoint and target that situation, we worked very closely with Jon Peters (regarding) when would material be available and when could we get it on the screen.

"'We told Jon we wanted something for Christmas because it was the biggest season for movies, obviously, before summer. Jon, along with members of my department here, just went crazy to deliver on what was virtually an impossible task. They succeeded. Jon pulled out all the stops in London to make everything available and to work there in the preparation of the trailer.'

"At that point, Reardon explains, 'He got that first teaser in here. The first 200 arrived Dec. 22 and we had them on the screen Dec. 23 in New York and L.A. The day after Christmas we got 3,800 more out there&We had a total of 6,000 trailers playing by Jan. 15. The trailer -- the first teaser -- was an instant hit. In mid-January, USA Today picked up on the fact that kids were coming to theaters and asking where the trailer was playing. They would pay their $5 just to see the trailer...'"

Update: Warners' marketing of "Batman" paid off. The picture opened June 23, 1989 to what was then a huge $40.5 million at 2,194 theaters ($18,454 per theater). It went on to do $251.2 million domestically, making it the year's top grossing film, and grossed over $160 million more in international theaters.

Martin Grove hosts movie coverage on the broadband television channel www.UpdateHollywood.com.
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