Being one of the most famous men on earth comes with its share of problems. You can’t take your kids to the playground. The simple pleasures just evaporate. Like, say, sneaking a smoke while waiting for your buddy George Clooney in a villa outside Cannes. “Sorry about this,” Brad Pitt says, contorting his body into a mess of angles and elbows to hide behind a low wall and light up. “Actually, I’m less worried about the paparazzi catching me than someone, ahem, who doesn’t know I still smoke once in a while.” Pitt puffs away, extinguishing the cigarette only when Clooney–immaculate in a white linen shirt and khaki dress pants–dashes in, fuming at his friend.

Clooney: [To Pitt] You bastard!
Pitt: What?
Clooney: I did all these interviews right after you. And all the reporters told me, “Brad said you did the movie for the money”!
Pitt: [Laughs] I did. Believe I said it was all for the cash.
Clooney: Brutal! [Laughs]

Entertainment Weekly: So I’ve heard that you guys call this movie Ocean’s Thirteen: The One We Should Have Made Last Time.
Pitt: Credit where credit is due. That was [director] Steven Soderbergh’s line.
Clooney: Steven actually wanted to bill it that way, but I don’t think the studio was so thrilled with that. It f**s up the boxed set.

But it does get to a legitimate point, which was that people weren’t so fond of Ocean’s Twelve. Other than for money, why make another one?
Clooney: You know, more than anything we wanted another crack. We wanted to go out on a stronger note–and we felt like we had a great way to do it, which was revenge.

Did you know the bad reviews were coming for Twelve?
Clooney: [Laughs] No! I thought we did good, and I’m living in my own…
Pitt: …world of delusions.
Clooney: That was the funniest part. All of a sudden we started getting bad reviews and we were like, “Really?”
Pitt: Totally surprised.
Clooney: I had the same thing happen on The Good German. I thought it was really good and we got slaughtered. It’s the worst-reviewed movie that Steven or I have ever been involved in. Steven was like, “I don’t get it.”
Pitt: That’s why you have to do what I do. Don’t read ’em. I know how I feel about the movies and that’s good enough for me.

I notice you ditched Julia Roberts and Catherine Zeta-Jones. You clearly thought the girls were the problem.
Clooney: Tell me about it. But the thing is, it’s not just that they were a problem on screen. On set they were brutal. You know them, right?

But you added Ellen Barkin and Al Pacino.
Pitt: Well, Pacino just gave us a little respectability, you know? Something that we needed.
Clooney: And he learned a lot from us. He was there to learn. I felt that sometimes you’d look at him and he’d just look up at you with puppy-dog eyes, like, “Thank you. Seriously.”
Pitt: I remember him wandering around the set saying, “Thank you, George.” [Laughter]
Clooney: We’re going to hell.

You guys have been buddies for a while. When did you first meet?
Clooney: It was when Steven was getting ready for Eleven and we met over at the mixing stage, right? [Pitt nods.]
Pitt: It’s true. We have good fun together. We all know each other pretty well now and know each other’s families.
Clooney: It’s the funniest thing, I have to say: Since Eleven, when we started, all the guys have gotten married, had kids, and have whole families. This time there were babies everywhere. We’d be on the set in L.A. and I just sit in the middle of the whole thing like an old man.
Pitt: He looks like he’s trying to decipher a foreign language.
Clooney: It’s true! I’m like, What the hell are these little things?

Do you ever look at each other and go, Hell, I wish I was in the Italian villa instead of changing diapers? Or: Man, I wish I had a couple of those rugrats?
Pitt: No.
Clooney: No.
Pitt: But I tell ya what, kids are a lot of hard work.
Clooney: It’s one of those difficult things [when you’re famous].

Because of the endless scrutiny?
Clooney: Yeah. No one wants to hear you complain, because it sounds like you’re whining. But I think he and Angie have a tougher time living their lives, just going out to see the city with the kids. I mean, look out there, all the boats with the cameras. I was walking around on the beach yesterday and I just thought to myself, Where’s Brad? And all of a sudden you see the cameras all go WHOOOOSSSHH and I was like, Oh, here he comes! I watch that and think, Wow. I know it’s not all that fun for me, and it seems exponentially harder for him. [To Pitt] I was looking at this shot of the two of you on the motorcycle. I don’t know where you were–some Third World country [laughs]–and it just felt like you were really surrounded by people.
Pitt: Oh, that was Vietnam. We were surrounded by people. It was on a moped. Sure.
Clooney: And it was a great image, because you could see you were trying to get away.
Pitt: But we did get one day there. One solid day going around by ourselves.

How did you manage that?
Pitt: Well, you go out early enough before anyone catches up with you. That picture? That was the moment they caught up with us.
Clooney: That’s why we ride motorcycles all the time.
Pitt: He’s right.
Clooney: Motorcycles are the great equalizer. You put on a helmet and they can’t see you.
Pitt: Just keep moving. That’s the key.
Clooney: Lobbies of hotels and places like that are the worst. You have to just keep moving to the elevator, because you have to get the elevator door to close. [Mimes pressing a button] C’mon! C’mon!
Pitt: And you can hear ’em comin’.
Clooney: It’s like a stampede. There’s usually a two- or three-second delay before somebody says…
Together: “Hey! That looks like…”
Clooney: And you go Eeep! And run for the elevator.

It strikes me that both of you have managed to keep a certain level of mystery about yourselves despite all the scrutiny. I mean, Brad, you were just down there smoking a cigarette hunched behind a barrier.
Pitt: [Picks up tape recorder and speaks directly into it] No, he wasn’t! He wasn’t smoking! Um… Honey! Honey, that was George! [Laughs]

How does it not ruin your day-to-day lives?
Clooney: You adjust your life, certainly. There are certain things you don’t do, there are certain places you don’t go, but then at some point you have to go out. You have to live, you know?

Clearly the obsession with celebrity is a little out of control.
Clooney: I think we’re just in one of those places right now, and it seems to be focused on younger kids. Paris Hilton and Lindsay Lohan and people like that. They’ll get through it, but I wouldn’t want to be growing up around that.
Pitt: You have to focus on other, more important issues too.

So how do you get people to focus on the issues that matter to you–and manage to make a difference–without just distracting from the cause?
Clooney: It’s interesting. Brad did it first and best–he went to Africa. Was it the Diane Sawyer show?
Pitt: It was.
Clooney: You made this really interesting decision where you said, “The cameras are going to follow me, so I’m going to go here. And wherever the cameras follow me they’re going to see this.” It was really smart. And I thought, Wow, here’s a way to take this insatiable appetite and say, “If you’re going to take these photographs and follow us around, fair enough. But you’re also going to have to go where it will provoke some thought about what else is going on in the world.” It was a really smart play. And all of us have been taking a cue from that.
Pitt: The idea was: We can’t get out of the spotlight and they can’t get in the spotlight, so let’s equal that out a little bit.

Both of you guys are extremely political. But in your position, that has to be really well thought-out, right?
Clooney: Right. Whatever your [political] inclination is, first and foremost, if you’re going to jump into it, you gotta be ready to take a hit–because that’s going to happen. And you have to be incredibly well-informed. So if you’re going to go and talk about poverty or AIDS in Africa or Darfur, you better know your s**. And you better know it better than any of the jackasses that are going to try and somehow make what you’re trying to do [look] bad. There’s another problem when you try and do too many of these causes. Things start to get…
Pitt: …muddled.
Clooney: Right. So you have to pick your fights and go after them, and then it seems like you can help get things done, like the $9 million we’re raising [for Darfur refugees] tonight. [Pitt waves to someone, who turns out to be Angelina Jolie with their 5-year-old son, Maddox. Pitt smiles. Clooney waves and gets no response.] Niiice. Very nice. What am I? No wave for me?

Pitt: You adjust. You keep your sanity. You find your moments alone.
Clooney: I’ll say, too, we’ve been doing this for a while now. I was in no shape at 21 to be dealing with fame.
Pitt: It is discombobulating at first, but the younger breed seems to be groomed for it and accept it in a way.
Clooney: Right, because now fame is more an [end in and of itself rather] than working, necessarily.

You’re talking about the difference between “celebrity” and “stardom.”
Clooney: Exactly. Celebrity. You don’t see a lot of kids coming out of theater programs these days.

Who do you like from that younger generation?
Clooney: I’ll tell ya, Ryan Gosling and Rachel McAdams are both really good actors. Both have great range and can do all kinds of stuff.
Pitt: I think Heath Ledger is really strong, as well.

Hey, as long as we’re on the subject of working with the young folk, what’s going on with your football movie, Leatherheads?
I’ve been in North Carolina for the last four and a half months playing football with a bunch of 21-year-olds. I’ll never do that again. [Laughs]
Pitt: [In a mock mothering tone] It’s okay. You don’t have to.
Clooney: [To Pitt] I’ve got this kid John Krasinski in my movie. He’s on The Office–really good actor. The first day on the set he’s like, “I play basketball” and I was like, “I play a little too.” And he looks at me and goes, “I’ll kick your ass.” And I was like, All right, whatever. And he’s like, “Okay, let’s make it $1,000 then.” So for the entire shoot we’ve been talking about this bet. We haven’t played. The whole shoot. And Friday we played.
Pitt: Oh, boy.
Clooney: And I beat him 11–8! [Laughter] I was on cloud nine! I was wiping my forehead with $100 bills going, “Whooo, is it hot in here?” Certain things just bring you joy.
Pitt: And one is staving off old age.
Clooney: Oh, man, you are right.

You guys are costarring in a Coen brothers movie next, right?
Clooney: Burn After Reading is the name of it. It’s just one of their nutty comedies–it makes me howl when I read it.
Pitt: It’s a real stretch. George and I each play a loser in our own minds. [Laughs] I said to them, “I don’t know how to play this, I mean, he’s such an idiot.” And there was a pause and then Joel goes…
Together: You’ll be fine! [Laughter]

Okay, last question: For the good of the universe, do you guys swear that you’re done with the Ocean’s movies?
Clooney: I think we’re done.
Pitt: Don Cheadle had a nice idea. He thought we ought to work backwards and start picking each other off as the numbers got lower. A last-man-standing thing.