— by Corey Moss PALM DESERT, California — Brad Pitt and George Clooney are sitting poolside at a desert mansion, recalling the filming of "Ocean's Twelve." "A lot of egos, a lot of crap locations, crap food, crap company." — Brad Pitt "It was a difficult, arduous shoot," Pitt remembers. "A lot of egos, a lot of crap locations, crap food, crap company. ... It's work." "Most of the time it wasn't fun," Clooney adds. As Hollywood's preeminent hunks continue on, it's revealed that "Ocean's Twelve" is Pitt's first movie in which he actually delivers all of his lines himself, director Steven Soderbergh is a good kisser and Don Cheadle actually directed most of the movie, "in that German accent of his." The desert sun, it seems, has gotten to them. Their co-stars, shaded and therefore more clearheaded, recall it differently. Photos: Pitt, Zeta-Jones, Damon, Clooney, More At "Ocean's Twelve" Premiere More "Ocean's Twelve" photos ... "The logistics were amazing," Catherine Zeta-Jones says of shooting in Paris, Rome and Amsterdam. "And it's never a pain to go work with Soderbergh and these guys. It was a lot of fun. I mean, come on, I jumped at the chance just to be in the gang. Bravo [producer] Jerry Weintraub, who orchestrated this rock and roll tour across Europe!" The truth is the "Ocean's Twelve" set was an actor's paradise. And that's the answer to the question movie fans asked when met with the initial advertisements for the flick, which screamed, "Everybody's back!": How do you get Pitt, Clooney, Matt Damon, Julia Roberts, Andy Garcia, Don Cheadle and the others back, and then add Zeta-Jones on top of that? "It was so hard," Weintraub answers, borrowing a bit of Pitt and Clooney's sarcasm. "I had to call each one of them once. That was it. That's how I got them all back. They all wanted to come back and they all wanted to be together and they loved being together. And they're all having a great time. ... It's like a ball team and we're playing in the World Series every day. So it wasn't hard." "I think the friendships have grown over the past three years and to have an opportunity to come back ... is certainly an upside," Cheadle adds. In Palm Desert, where much of the cast has assembled to promote the movie, the camaraderie is clearly visible. The interviews are one inside joke after another, and in between, the actors swap stories and catch up. It turns out, however, the friendship among the actors was not the only draw to making "Ocean's Twelve," which finds the thieves faced with a next-to-impossible task. "Following a director like Steven, who you know is just going to bring something to it that's special, was a big part of it," Cheadle says. "I think that it's great that Steven took this film and he could have just made it like the first one, or some sort of version of it, but he put it to a whole other world and a whole other set of circumstances. I just thought it was a testament to his sort of genius in that way." "Steven is a very special cat," adds Garcia. "He's really dedicated his entire life to movies, and you feel like he's a scholar on them. And I love to see him work 'cause he's so hyper-focused. He can do amazing things in very short periods of time." That Soderbergh, whose credits include "Erin Brockovich," "Traffic" and "Ocean's Eleven," has worked with most of the cast at least once, gave the director the confidence to be experimental with "Ocean's Twelve," which was also appealing to the actors. And Soderbergh's experiments stretched from the script, which finds Roberts' character playing a Julia Roberts impersonator, to the camera work, which would occasionally focus on only one actor during a conversation between several characters. "I don't think Soderbergh would ever be interested in doing the same thing again." — Matt Damon "We all trust his judgment implicitly," Damon says. "I think one of the big things, structurally, was having someone who wasn't even in the first movie as the star of the second movie. ... I don't think Soderbergh would ever be interested in doing the same thing again. He's just creatively restless in that way, so I expected that it would feel different in tone and in style." Soderbergh also encouraged the cast to contribute ideas. "Steven is great in setting an environment that's just really relaxed and allows you to have leeway to do some things," Damon explains. "We all got the script eight months before we went to shoot the movie. He said, 'Any notes or ideas or anything, please call me up.' " So did Damon make any calls? "I just decided to phone in the performance," he replies with a smirk. Another victim of the sun. Check out everything we've got on "Ocean's Twelve." Visit Movies on MTV.com for more from Hollywood, including news, interviews, trailers and more. E-Mail this story to a friend What do you think of this feature? You Tell Us...
	Photo: Warner Bros.