Ocean's Thirteen is the second sequel of a remake of a heist movie that was considered lightweight even by the standards of a lightweight era. But if you think the heft of the material had any effect on the seriousness with which the all-star ensemble cast prepared for their roles—well, you'd be right. TIME's Josh Tyrangiel sat down in Cannes with a very loose George Clooney, Brad Pitt, Matt Damon and series newcomer Ellen Barkin—in her first film role in quite some time and, in case you forgot, kind of a live wire—to discuss politics, Al Pacino, the Pitt-Jolie paparazzi juggernaut, and their favorite leading men. And in Barkin's case, to exploit every possible opportunity for innuendo.
TIME: When you have so many stars in a movie, and it's the third in a trilogy, how do you keep it from going off the rails and becoming Cannonball Run 3?
CLOONEY: Well, we like to think it's more like Lord of the Rings, in the trilogy sense.
PITT: Wait, what's wrong with Cannonball Run 3?
DAMON: I don't even think there was a Cannonball 3. Look, you have us confused with deep thinkers. You've already put more thought into why we did the movie than we did.
CLOONEY: You're thinking that we're not just whores for money. There's your mistake.
So you don't get actorly and defensive if people think, Sure looks like they had a good time making that movie?
BARKIN: I do, because I did a lot of research on my character. [Laughter]
CLOONEY: The idea that every time you do a film you're supposed to be tortured confuses me. I mean, guys who say, "Oh, it's really tough, my character is really suffering"—come on. For us, even in the rotten ones we've had a good time. I don't think you have to suffer. Maybe Matt had to suffer.
DAMON: Yeah, I did. I had to go deep to find Linus.
BARKIN: Was that your character's name?
BARKIN: I'm sorry, I only read my lines.
CLOONEY: We like that Matt's done three different Linuses in three different movies.
DAMON: I have done him kind of different each time.
BARKIN: It's important for him to change it up, while Brad and George have no range, so they just have to keep playing the same parts.
You were supposed to do Ocean's Twelve...
BARKIN: I did do Ocean's Twelve. My scene got cut. You did not do your homework.
I suppose I should've asked to come on set for Ocean's Twelve so I'd be prepared for the Ocean's Thirteen interview.
CLOONEY: You should have been there. There was some deep stuff going on on that one too.
BARKIN: [To Damon] I had an accent in that scene, didn't I? I had a Russian accent. Or did [director Steven Soderbergh] make me do it without the accent?
DAMON: Yeah, I think he was very polite and was like,"The accent's good. Let's just protect ourselves here and, uh ... " [Laughter] But that scene is on the new dvd they're doing, the "Explosive Extras" or whatever they call it. [More Laughter] What? They do that on the Bourne dvds. It's all these shitty scenes that we didn't put in the movie.
You've got Al Pacino in this movie, and previously you had Albert Finney and Julia Roberts. Are there any people you've approached who have actually said no?
CLOONEY: There is one. Bruce Willis turned down the first one.
BARKIN: Whose part?
CLOONEY: Actually, it was mine. He was supposed to be Danny Ocean, and he did end up doing the second one. I think he regretted not being in the first. But otherwise, pretty much anytime you go to someone with this, they sign on. We couldn't believe Al wanted to do it.
Were there any hoo-ah! moments in his performance?
BARKIN: What did he just call me?
CLOONEY: No, you're not a hoo-ah. No, no.
BARKIN: That was not nice. Not a nice Jewish boy.
Am I being ethnically profiled?
BARKIN: Yes, you are. I'm so happy there's another Jew in the room because when Steven isn't around ...
CLOONEY: I hate to tell you, but Soderbergh is Swedish.
Are you worried Matt Damon, Brad Pitt and George Clooney are going to start a pogrom?
BARKIN: I worry that every time I go to my hotel room, there are going to be areas that are cordoned off from me.
PITT: What's a pogrom?
It's an anti-Jewish riot. Pretty common in 19th century Eastern Europe.
CLOONEY: [Jokingly] You guys got a long memory. Jeez.
DAMON: Uh, anyway, I don't think anybody in this room is in a position to accuse Pacino of a hoo-ah! moment, especially in this movie, with some of the performances we turn in.
PITT: Hard to say somebody else is chewing scenery when you're wearing a fake nose.
DAMON: Yeah, I think Al was over the top!
CLOONEY: Our motto is, Less is nothing.
Shall we talk politics for a moment? I'm sure like most actors you're all watching the Republican field, just waiting for a candidate to get behind.
CLOONEY: I'm just hoping Gingrich gets in. Come on, Newt! Actually there's a really good field out there. I like Barack Obama a lot. I've spent some time with him.
PITT: You just cost him votes.
CLOONEY: I've actually had that conversation with him, just saying "Look, I'll give you whatever support you need—including staying completely away from you." Actors have done a lot of damage to candidates lately. My father ran for Congress in 2004, and it was "Hollywood vs. the Heartland!" My father was Hollywood. PITT: I'm just hungry for some honesty and leadership. And I'm following them all—on all sides.
DAMON: I'm an Obama guy too. I think a lot of the problems in the world would be mitigated if he were the face of our country. I haven't ever met him or talked to him, but he's the first person in a long time who I've been inspired by.
CLOONEY: When other politicians stop and listen, that's how you know what charisma is. You can't teach that. He walks into a room and you go, "That's a leader."
On the subject of charisma, you've each been called the last great movie star at one point or another. Are we really running out of movie stars, and is that, like, a problem?
CLOONEY: The last real movie stars were probably Redford and Newman. And things were different then. There wasn't this amazing amount of magazines and information about them.
DAMON: We didn't know anything about them.
CLOONEY: There was mystique. They're 60 feet high, and you paid your buck and a half to go see them. But that's gone. People know everything about everybody now.
PITT: Jaws came along and proved you could make huge money with blockbusters, and it set this thing in motion that has lowered the subject matter. People like George have been getting good stuff out there, but it's an industry that pushes people out on the big stage too fast, before they're ready, and it eats them up as well. It's a different kind of arena now.
BARKIN: Think about it. Do we know anything about Robert Redford's children? Does he even have any?
DAMON: I worked with him, and I don't know.
PITT: I have four, if you haven't heard.
As we're talking, there are paparazzi in boats out in the harbor taking pictures. Having just been through the celebrity muck of Cannes, who gets it the worst?
CLOONEY: There's no question, it's Brad.
PITT: Well, exponentially, with us together ...
CLOONEY: But even before he was with [Angelina Jolie], we used to chum the water with him.
PITT: This is not a joke. They used to send me out to take the hits.
CLOONEY: We were at the airport in Italy. So I walk off the plane, and it's "Hey, Giorgio!" And I go, "Look! Brad Pitt!" and they're gone. DAMON: You described it once as "People were stepping on our faces trying to get to Brad."
PITT: Ah, well, I don't take it as a compliment.
What other leading men do you like?
CLOONEY: I like Clive Owen a lot. Did you see Children of Men?
DAMON: That was my favorite movie last year.
CLOONEY: Me too.
DAMON: One of the most underrated actors right now as a leading man is Christian Bale. He turned in two great performances last year. He was great in The Prestige, and he was great in this movie called Harsh Times.
BARKIN: I like the very young Ryan Gosling.
CLOONEY: That couple—he goes out with Rachel McAdams ...
BARKIN: Splitsville. Don't you read Us?
CLOONEY: Well, those were two of the most talented young actors I've seen in a long time.
They're not dead.
BARKIN: And they should never have broken up—just for the sake of their careers.
What was it like being the only woman in the cast?
CLOONEY: You're a woman?
BARKIN: I tried to pack 14 of you into just a few weeks. It's a lot of ground to cover.
CLOONEY: If there's anybody who could do it ...
BARKIN: I started with Carl [Reiner] and worked back from there.
CLOONEY: Only fair. He could go at any minute.
This is your first big movie in a long time ...
BARKIN: It's my first movie in a long time. You don't have to qualify that.
O.K. It's commonly held that roles get better for men in their 30s and 40s and significantly worse for women. Do actors talk about that discrepancy?
DAMON: It's a terrifically unfair business.
CLOONEY: It hasn't been equitable in a long, long time. It's incredibly unfair. You don't see a lot of 60-year-old women with 20-year-old men onscreen.
PITT: You will in Benjamin Button. [Pitt is currently shooting The Curious Case of Benjamin Button, in which his character ages backward.] Sixty and 20 to be exact.
CLOONEY: You're playing 20? Really?
DAMON: There's a lot of cgi. [To Pitt and Clooney] Is it true that you were the last two actors up for the hitchhiker role in Thelma & Louise?
CLOONEY: It was pretty embarrassing. They brought Brad and me in, and they just made us take our shirts off and stand there for a while, and then they picked Brad.
PITT: That is absolutely not true.
Did you know each other at that point?
CLOONEY: I knew him afterward.
DAMON: "Hey, that's the f___ing guy that took my job!"
CLOONEY: My friends said, "You want to see Thelma & Louise?" And I'm like, "F___ Thelma & Louise!" But it was fairly obvious when you saw the movie why I didn't get it, 'cause Brad just knocked it out of the park.
PITT: Aw, they were just grooming you for Batman.