ONE of the most eagerly-awaited films of this year is definitely Steven Soderbergh's Ocean's Twelve.

The sequel to the smash hit from 2001, which brought together stars such as George Clooney, Matt Damon, Andy Garcia, Julia Roberts and Brad Pitt on screen for the first time, Twelve sees the gang back together - with the addition of Catherine Zeta Jones as Pitt's love interest.

But this time, instead of stealing the money for themselves, they're stealing it to repay casino boss Terry Benedict (Garcia), who was deceived by the gang in the first film.

Clooney, Damon, Pitt and Don Cheadle, who was recently nominated for a Best Actor Oscar for his role in Hotel Rwanda, got together to talk about their experience.

Q: So this is the second time around. Did friendships become stronger?

GC: No, this one was actually a job. There was actually no camaraderie at all on the set. No, we had a great time, always. They're fun people.

DC: I don't think I necessarily learned more about anybody this time, but I ended up closer to everyone. That was kind of cool about this one. The first day we came back to work in Chicago, we sat around for two hours just talking and reminiscing and kind of got reacquainted.

Then, after a couple of hours, we were all looking around saying, "Are we going to shoot? Are we going to work today?" We all naturally settled in place and we all went to lunch.

GC: This whole group of people, we really enjoy not just working with each other but being around each other.

When we all get together in a room, it is really fun. There is a good sense of camaraderie, not just because you like the guys but also because you get to work with them more.

Q: What were the dangers for you in putting together a sequel like this, so the film would retain a degree of its own originality as opposed to simply following up on the first one?

GC: The truth was we didn't start the first one with the idea of doing a second. The second one came about organically. We were literally in a restaurant in Rome and Steven, who had never been to Italy before, looked up and said: "I have an idea for a sequel."

The film hadn't opened or maybe it just opened. The truth is we wouldn't have shown up if Steven hadn't had a different way of telling the story.

The problem with sequels, as we all agree, is that it's usually just sort of a rehash of the film before it. You try to detect the things that work and Steven had a way of saying, "Well, let's mix up what just happened in the first one and really throw these guys off." We thought that was an interesting idea and a reason to do a sequel. The only danger is repeating yourself.

Q: Was there any misbehaviour on set?

GC: Brad had done some dastardly things to me. When we were in Rome, when we first got to Italy, Brad had a memo put out in Italian that said to all the Italian crew that Mr Clooney would appreciate it if you would only engage him as Danny Ocean or Mr Ocean - and don't look him in the eyes. It really sounded like I was trying to stay in character. For about a month, that went around. Everywhere I went, they were like, "Okay, Mr Ocean". I found out and it got in the paper that I was like this diva.

BP: Listen, I know he's calling it a memo. That's his story now because it did make the paper about his prima donna behaviour. It became a problem in this movie. He can paint it however he wants to paint it. But it was a problem (laughter).

Q: You've all worked on caper pictures. Can you push too far the whole idea of twists and turns?

GC: Sure, but I think in almost every good caper movie, the caper's the least important part. I mean, in the first film, the caper wasn't the most important part. It was the camaraderie. You want to have a good story and you want to have a good fun caper.

I think the mistake that filmmakers make is when they decide that the caper's the most important thing in the film. Until Get Shorty, they failed at making Elmore Leonard films because, instead of focusing on the characters, they were focusing on the capers. And the capers in Elmore Leonard books aren't particularly good but the characters are amazing. Then all of a sudden you see it done well, like in Get Shorty or Out Of Sight, and you focus on the characters.

Q: How differently did each of you approach this material as opposed to the first film?

GC: Well, the first one, we really planned the steal. We decided to do it, we weren't forced into the situation where we had to do it. All of a sudden now, when we were on the defensive, it's a completely different set of rules. And that was, to me, the most fun for us - we all felt that we may not pull this off.

MD: Also, you're introducing a new character who's central to the movie and who is trying to catch us (Catherine Zeta Jones). So, if we seem like we're just going to get away with it, it kind of weakens that character structurally. You want her to be one step ahead of us and you want her to be formidable.

BP: We were just really excited to get Catherine because she brings this great elegance. Since a lot of the film is focused on her on her own, it had to be someone who garnered that kind of weight. For us, specifically, it was just pretty natural. Pop a mint and off you go. The great thing about Catherine is she has this great beauty, elegance, but at the same time she'll drink any one of you under the table.

Q: How much of the plot and the scenes were improvised by the ensemble?

MD: Well, structurally, heist movies, script-wise, have to be really tight because you have so much happening and they're so kind of plot-oriented a lot of the time. There was leeway for all of us within a set structure, but the script had to be pretty tight by design. But there were still a lot of little things, like the character stuff, that was open to us. And Steven's environments are incredibly relaxed, so it's kind of fair game. You take a shot with some stuff and see if you get a reaction from him. If he starts chuckling, you stay with it. If not, you go running back with your tail between your legs to the script.

Q: Is this the greatest gig on earth that you guys have?

GC: Yeah, let's face it, it's a great gig. We all like it, that's why we continue to do it. And we really like it at this level because we get to be more creative. You know, add some input into what you're actually making as opposed to just relying on what they want.

DC: I agree 100 per cent. For me, it was great to do because it was kind of a respite from what I had just been doing right before that - to sort of reunite with all these friends.

BP: We bond very quickly. Then we have the beautiful women to make us look a little better. I would like to call it work, but it was pretty much automatic for us. I think the biggest joke was on Catherine because she actually thought we were making a movie (laughs).