Shooting took the cast from L.A. (where ace thief Brad Pitt coolly survives a blowup) to the Continent. "Europe was difficult but fun," says producer Jerry Weintraub. "We had a ton of security."

It's the same rogues' gallery as Ocean's Eleven—including Clooney, Elliott Gould, Pitt and Cheadle—but keep an eye out for a possible cameo by Bruce Willis.

In a movie descended from a Rat Pack classic, clothes court. "We only go for the best," says Weintraub of Matt Damon and Don Cheadle's outfits by Oscar-winning designer Milena Canonero.

This time out, Clooney, Pitt and Bernie Mac aim to pull off robberies in Amsterdam, Paris and Rome.

Though pregnant during shooting, Julia Roberts (as George Clooney's love interest) "was total energy like always," says Weintraub.

The chemistry between Brad Pitt and Catherine Zeta-Jones (as his flame, a Europol agent) was "intense on-set," says Weintraub, "friends off."

Andy Garcia returns as the vengeance—seeking victim of the gang's last heist. "Andy smokes cigars in real life, says Weintraub, "so he likes to in movies-he can get good cigars that way.