Los Angeles — So you're a wildly popular Hollywood director and virtually every movie star is dying to work with you.
Which famous face do you select to star in your next feature: Julia Roberts, Brad Pitt, George Clooney or Matt Damon?
Steven Soderbergh, fresh from the Oscar triumphs of "Traffic" and "Erin Brockovich," chose all of them for a remake of "Ocean's Eleven" along with a host of supporting stars like Andy Garcia, Bernie Mac and Carl Reiner.
"They weren't showing up to get paid for it, but because they wanted to be there," Soderbergh said. "The obvious camaraderie was what I thought we should try to emulate. Their obvious generosity toward each other, I thought, was really infectious."
Many directors follow hits by packing their next film with a celebrity menagerie, from Wes Anderson's upcoming "The Royal Tenenbaums" and Paul Thomas Anderson's 1999 tragedy "Magnolia" to older films like the late Stanley Kramer's 1963 comedy "It's a Mad, Mad, Mad, Mad World."
With no single star carrying the movie, casts can be more relaxed and the resulting geniality is often a relief for filmmakers weary of battling egos.
Kramer, best known for such heavy dramas as 1960's "Inherit the Wind" and 1961's "Judgment at Nuremberg," said his lighthearted caper starring more than two dozen famed comedians was "the happiest experience I had with a film."
Meanwhile, the sheer star power of more than a dozen celebrities helps sell a movie. Advertisements for the upcoming comedy "Big Trouble," for instance, include pictures of its entire 14-person cast, which includes Tim Allen, Stanley Tucci and Rene Russo.
But making large ensemble films can have pitfalls.
The original Rat Pack "Ocean's Eleven" in 1960 epitomized "stunt casting" creating a splashy epic out of a thin premise by filling an ensemble cast with famous faces.
The comedy starred real-life pals Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford and Joey Bishop as part of an 11-man team plotting a string of Las Vegas casino robberies. But the Rat Pack often spent most of the film shoots carousing Sinatra was infamous for refusing to do more than one take. Egos clashed and the films were considered campy throwaways.
Soderbergh's new film revises much of the original story, and he said his cast actually was more interested in performing together than partying together.
"We made sure each character was distinctive and had their moment to shine," he said.
Creating a mosaic
Directors Robert Altman and Woody Allen are veterans of large ensemble films, frequently casting more than a dozen stars in movies with multiple intersecting plots.
Altman's upcoming murder-mystery "Gosford Park" features a cast of 30, including Maggie Smith, Ryan Phillippe, Helen Mirren and Kristin Scott Thomas, and weaves vignettes about wealthy British aristocrats and their servants into a deadly scandal.
The director's "M-A-S-H" (1970), "Nashville" (1975) and "The Player" (1992) are like filmed collections of short stories, while "Short Cuts" (1993) was actually comprised of short tales by the late Raymond Carver.
Altman acknowledged he could have trimmed "Gosford Park" down to a handful of performers.
"But why?" he asked. "It's just fun, working with a lot of actors. I'm most interested in putting together a mosaic of stories and a mix of performances, rather than telling one story over and over again."
Other times, stunt casting an ensemble cast is a way of cashing in goodwill accrued by a director.
In Kevin Smith's "Jay and Silent Bob Strike Back," which featured Ben Affleck, George Carlin, Mark Hamill, Jason Lee and Shannon Elizabeth, Affleck jokes onscreen that sometimes actors must appear in movies as "payback" to friends. The actor, whose breakthrough role was in Smith's 1997 low-budget romantic comedy "Chasing Amy," then threw a knowing glance at the camera.
Roberts, who won an Oscar for her role as the title character in Soderbergh's "Erin Brockovich," waived her standard $20 million fee to appear in "Ocean's Eleven" because she was friends with the director and his leading men.
"It was nice to be the only girl," she said. "It was like being youngest sister in a family of boys."
She joked that she only earned $20 for the film $10 from Soderbergh, and $10 from Clooney.
"Everybody cut their price to be a part of it," Soderbergh said. "To pay everybody what they got normally ... well, we couldn't have made the movie."
Another problem is that the more actors there are crammed into a film, the less screen-time each of them gets. So how does a director establish strong characters in a big ensemble movie?
"You hire characters," Pitt said. "That's the spirit of the film. You just get a bunch of great people in one room."
Seeing famous performers in a film's smaller roles can help an audience keep track of multiple story lines.
In Soderbergh's 2000 drug epic "Traffic," for which he won a directing Oscar, the fame of actors such as Benjamin Bratt, Albert Finney and James Brolin added weight to characters who only appeared onscreen for a few moments.
Although it was mostly for surprise effect, well-known comedians even played the parts of walk-on extras in "It's a Mad, Mad, Mad, Mad World," with the Three Stooges appearing as firefighters, Don Knotts as a "nervous man" and Jerry Lewis as a "man who drives over hat."
Sometimes the success of an ensemble film full of up-and-coming actors propels all of them to celebrity status.
When "The Godfather" debuted in 1972, only Marlon Brando was well-known, while Al Pacino, Robert Duvall, James Caan and Diane Keaton were strangers to many moviegoers.