Ocean's 13 screenwriters David Levien and Brian Koppelman Photo courtesy of Peter Andrews

Ocean's 13, the third in the series of successful heist films starring George Clooney, Brad Pitt, Matt Damon and at least 10 other cool guys, will play out of competition at the Cannes Film Festival on May 23. Steven Soderbergh, director of all three pictures, is no stranger to the fest; his debut feature, sex, lies, and videotape, won the Palme d'Or there in 1989, which prompted the then 27-year-old auteur to quip that there was nowhere to go but down from there. His struggles for a few years thereafter made it look as if he had a point. But since his artistic renaissance with Out of Sight (his first collaboration with Clooney) and The Limey in the late '90s, and his commercial breakthrough with Erin Brockovich in 2000, Soderbergh has become a formidable force in almost every aspect of American moviemaking. His Ocean's movies (the first one adapted from the Rat Pack classic of 1960) are technically dazzling jeus d'esprit — although the second of the films, Ocean's 12, struck some as a little too meta of a jeu.

Ocean's 13 brings the series back to its Vegas home, and pits Clooney's Danny Ocean and pals against nasty casino mogul Willy Bank, who's done some messing around with the group's old pal Reuben (Elliott Gould). New to the series is Bank's portrayer, one Al Pacino. Also new? Ellen Barkin, playing... a cougar? Perhaps. Premiere was not able to get too many plot points out of the two other newcomers to the Ocean's world, screenwriters Brian Koppelman and David Levien. Koppelman and Levien broke into the biz with 1998's prescient poker tale Rounders, starring Edward Norton and Damon. They've since written and directed 2001's Knockaround Guys, scripted 2003's Runaway Jury, and created the cable series Tilt, not to mention producing director Neil Burger's 2002 Interview With the Assassin and his 2006 sleeper hit The Illusionist.

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Premiere's Glenn Kenny, who conducted this interview, first met the duo on the set of Rounders, and it's safe to say he's kept in touch with them regularly since. In fact, for this wide-ranging Q&A, we'll leave it to Brian Koppelman himself to provide the full disclosure that's usually the responsibility of the journalist.

Premiere: Let's talk about Ocean's 13. As I understand it, the previous Ocean's movie, Ocean's 12, was a pre-existing script, a caper flick, that was kind of retro-fitted and given the post-modern elements after the fact. But if I understand correctly, Ocean's 13 is something you guys were commissioned to do as an Ocean's film. Can you walk me through how the process happened?

Brian Koppelman: Yes, and let me start by saying that it's odd what a formal voice you've suddenly dropped into for the interview. Since we've all been close friends, in the interest of full disclosure, aren't you supposed to say something like, you guys have been good friends for a long time?

David Levien: I suddenly felt that I was at the Kefauver hearings. [laughter]

BK: So... yes, Glenn, or Mr. Interviewer, yes, we were commissioned. It wasn't even that formal a commissioning, we got called. David Styne, our agent at CAA — who I guess had spoken to Jerry Weintraub, the producer of the Ocean's movies — [said] "Would you guys be interested in meeting Steven Soderbergh?" Steven has long been one of our very favorite filmmakers, and we loved the first Ocean's movie. I remember watching the first Ocean's movie and feeling like, "How come no one called us to write this?" We said, yeah, we'd love to talk to Steven. We went to a [New York] Cosi sandwich shop, 'cause that's how we roll. On — where was it, Dave?

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