Brian Koppelman and David Levien are among the movie business’ most sought-after screenwriters. If all falls into place, they’ll soon be turning their attention to scripts for Robert De Niro (he’ll reportedly star in the Koppelman/Levien-penned mafia tale The Winter of Frankie Machine) and Brian De Palma (the would-be director of a prequel titled The Untouchables: Capone Rising).

But the writers behind films like Rounders, which anticipated the current poker craze, and the John Grisham novel-turned-movie Runaway Jury aren’t looking ahead to 2008 just yet. That’s because this summer sees the arrival of the screenwriting team’s biggest movie to date, Steven Soderbergh’s Ocean’s Thirteen. A much-hyped star vehicle (George Clooney, Brad Pitt, Don Cheadle and Matt Damon have returned, with Al Pacino joining in as the film’s resident villain), the third film in the Ocean’s series faces both artistic and marketplace challenges.

After jumping on board with Ocean’s Eleven, many critics didn’t care for the convoluted Ocean’s Twelve. As Levien and Koppelman take a shot at their first Ocean’s installment, the question is: Can they help steer things right? What’s more: Will the movie find an audience sufficient to justify its budget in a summer of franchise pictures like Spider-Man 3, Harry Potter and the Order of the Phoenix and Pirates of the Caribbean: At World’s End?

The screenwriters—friends since their teen years on Long Island—took time to answer a few questions at their office on Manhattan’s Upper East Side.

Kevin Canfield (MM): So how did you guys come to write one of the most anticipated movies of the summer?

Brian Koppelman (BK): It was great how it happened: Steven Soderbergh and producer Jerry Weintraub were thinking about how to go about this. They both liked Rounders, and felt like we would understand this world. They knew they wanted to go to Vegas and I guess they figured we’d written a lot about Vegas and about gaming. I think Steven felt like it was important that this one also have a bit of a comedic slant, and he felt we didn’t take ourselves too seriously.

So they called our agents and asked: Would you be interested in this? We answered, ‘100 percent!’ Soderbergh has been a hero of ours since we were young. We went and had lunch with Steven and by the end of the lunch we were working on the movie.

MM: It happened that quickly?

BK: Yeah. We didn’t pitch—he didn’t pitch. We just started talking about the nature of cons, about Vegas and the history of the con. By the end of lunch, we started talking about the story. Steven said, “Alright, let’s get to work,” and we started working.

MM: Did Steven have a specific sense of what he wanted the story to be or was a lot of that left up to you?

David Levien (DL): Steven’s obviously got a great command of what about these characters is so entertaining and what the audience wants to see them do. His beginning idea was that he wanted to make sure that it focused heavily on the friendship, and he had this notebook full of visual images and little scene ideas—he just wasn’t sure how they all went together. He would tell us what these things were and we would try to put them into a plot that made sense.

BK: He knew that he wanted to have a different main opponent and that probably that should be somebody who owned a casino, but it wasn’t more specific than that… Early on we all thought it would be great if we could get Al Pacino, so we wrote it with Pacino in mind.

MM: Did you know how the story was going to resolve itself from the get-go?

BK: It was a very collaborative process. We would constantly send Steven pages, outlines, ideas and e-mails that were sometimes two lines and sometimes 40 pages of thoughts. He would then respond the way you would respond to an e-mail, so somewhere in that process the way the movie is resolved turned up.

DL: Occasionally he would take the stuff to George, and then George would have some input. George definitely had some good thoughts on a kind of revenge thing that unified the guys, which made a lot of sense to all of us.

BK: We would get together with Steven down at Steven’s studio or here—Steven came up here every day at a certain point—and George called in twice to sort of say, “Here’s what I really like about an early pass [at the script].” This was all before the studio had even seen it. It was really the three of us and then George…

DL: …George, and then Jerry Weintraub would sort of review all the stuff at a pretty early stage.

BK: George’s notes, in the beginning, weren’t line notes. They were…

MM: Thematic?

BK: Yeah, they were thematic. The way that Steven understands these characters, George really does, too. He felt like if they were going to do this again, it would be for the love of a fellow gang member, criminal or guy. He just wanted us to know that as funny as it got or as tense as it got, the sense of loyalty that existed between these guys was really important.

MM: What are the challenges of writing a sequel, or a three-quel, or whatever you want to call it?

DL: In this situation, we thought that Ocean’s Eleven was incredibly well done. You loved the characters, it was perfectly cast—it was just a great time at the movies. Ocean’s Twelve was a lot more complicated as a story. Maybe the general audience didn’t get enthralled quite as heavily on the first viewing because it’s so complicated, but once it was on cable and DVD people really started to appreciate how well it was made.

So coming into the third in this series of beloved characters, you feel a lot of pressure not to let the audience down. You want it to be a great ride and you want it to be fun. You don’t want [the reaction] to be, “Oh, wow. I like the other ones so much more!” So you’ve got to give these actors great material that they’re inspired by, so that if it’s the end it finishes on a really strong note.

BK: Plus, we had a very keen sense when we started this that Steven wanted to make the movie, George wanted to make the movie, Brad and Matt wanted to make the movie, Jerry wanted to make the movie and Warner Bros. wanted to make the movie. The only thing that could stop that from happening was us fucking up the script.

MM: No pressure there.

BK: Yeah, I mean that was a fact that we knew. People like Jerry would say: “We’re making this movie as long as you guys don’t drop the fucking ball!”

DL: If you look at these movies, they pull so many different cons and scams and moves—high-tech, low tech, all this stuff. They’ve covered a lot of ground, so we had to work hard to come up with stuff that didn’t feel like you’d seen it before. With other elements you wanted to sort of make a callback to some of the moments that people really love from the other films.

BK: There’s this book about cons by a guy named David Maurer that came out in 1940 called The Big Con: The Story of the Confidence Man. Basically, every con movie ever comes from that book: The Sting, The Spanish Prisoner—just about every one, including a lot of the stuff from
Ocean’s Eleven.

DL: Maurer was like a social archaeologist and he basically reported on these different kinds of scams. It’s not like the specific storylines are in there, but the aspects and the elements of them.

BK: All of the actual cons in these movies though are variants on cons that David Maurer put out there 70 years ago. The problem is that we couldn’t go to that well this time, because it’s too familiar. We had to try to figure out really new ways that you haven’t seen in movies before. The central scam—and it’s not giving anything away, because it’s in the trailer—is this idea that they’re going to flip the odds at the casino and try to make every player win and the casino lose… that’s a new twist.
MM: How do you guys write? Is it a real collaborative process, where you’re constantly talking, etc.

DL: Yeah, we write in the same room, we talk out the outline, type it up, talk it back and forth, then we go to scenes the same way. We say the dialogue back and forth a lot.

BK: We take stuff home and always make notes separately and then we’ll come in in the morning and one of us will say: “I re-read the thing last night. Let’s look at this scene and change it.” But then when we do those changes, we run it through the same process; nothing goes in until both of us go through it together.

MM: When you go your separate ways and make your notes, do you often find you’ve found the same hole, the same problem in the script?

DL: Very often, yeah.

BK: It’s rare that one of us will come in and the other guy will think ‘He’s crazy.’ Like most writers, we basically always think we’ve done a bad job as we’re going and just want to make it better. So when one guy comes in with an idea on how to improve it, the other guy is usually ready to go.

DL: And if Brian’s willing to just write a draft on his own, I support it.

BK: It’s funny, because I feel the same way. (laughs)

DL: We’ll keep the money split the same, but if you could just do the work, that would be fantastic.

MM: As writers, who brings what to this relationship?

BK: We’ve been best friends since we were little kids. I had just turned 16 and David was 14 when we first met, so we have so many common experiences… and a similar aesthetic. Over the years, maybe as grown-ups, we’ve each developed different interests, but a lot of the root stuff is similar.

MM: Was the career path always film?

Ocean's Thirteen

DL: It was for me. After college I went to Los Angeles, and I was working in the movie business before I was writing. I was an assistant in development and stuff like that for a couple of years before I ended up back in New York. I’ve also written novels, so maybe that could be considered slightly different, but it’s been mainly film from the time we wrote our first script together, which was Rounders in 1995.

BK: When I was in college I discovered the singer-songwriter Tracy Chapman. I produced her demos, helped get her first record deal and made that first album, [with the hit] “Fast Car.” I always loved movies and music and books, and knew that I would live in one of those worlds—or a couple of those worlds. But for eight or nine years, I was in the music business… I got to work with some incredible artists, but never lost this desire to be a writer and a filmmaker. Finally, I sort of reached a point where I knew I had to either do it or really be pretty miserable. So David and I ended up committing to writing Rounders together.

MM: When did either of you—or both of you—know you’d made it as a moviemaker?

DL: The first sort of “you know you’re really in it” moment was the first day of shooting of Rounders. It was four in the morning underneath the Manhattan Bridge, and we showed up wearing our New York City clothes—wool overcoat, little shoes and all that stuff. It was winter, so we immediately started freezing to death.

We rode up and saw 50 trucks and trailers and generators and cameras and lights, and Matt Damon was ready to shoot. We were like, ‘Wow! We’re in the movie business now.’

BK: I remember waking up and being so excited about it. It was freezing in New York—it was December 15. I thought: I’m going to a movie set, so I have to be cool. I wore these cool leather boots, only it was fucking cold and my feet froze through, and I had a thin leather jacket on. I remember calling my wife and asking: “Can you bring mittens and some big, comfy boots?”

Another welcome-to-the-business moment: As we were writing Ocean’s Thirteen, Jerry Weintraub kept saying things like, “Wait until you guys come on a movie set. Wait until you guys see what it’s like.” I kept saying, ‘Jerry, we created a TV series, we’ve made six movies, we produced The Illusionist. We’re in the movie business!’

But I remember the first day we were on the set of Ocean’s Thirteen: We walked in and we were on a platform and a helicopter was going to land. We were working with Matt Damon and Ellen Barkin, and then George Clooney showed up to say hi to everybody. As everyone was crowding around Clooney I saw this stunt helicopter being brought in. I remember looking at Jerry and going, ‘Oh, I realize now.’

MM: How much did the script change along the way? Did you find yourselves rewriting on the fly?

BK: Soderbergh is the only director we’ve ever seen who is caught up to picture from an editing perspective every day. He shoots and then edits the material from the day before. So what was great is you would shoot a scene and then you could watch it the next day—a good version of it—and then say, ‘Okay, if that’s the way that scene is going to play, then do we need to shift something later to make it matter or to answer it?’

DL: There was some ad-libbing, but they stuck to the script pretty well. There’d be these surreal moments on-set when they’d call us over. It would be Steven Soderbergh—Academy Award winner and multiple nominee, Palme d’Or winner—and George Clooney—another Academy Award winner—and they’d look at us and go, “We need a line here!” We’d look at each other and kind of go: ‘Well, why don’t you guys come up with it? You’re the geniuses.’ MM