When Catherine Zeta-Jones joined the cast of "Ocean's Twelve," it had to be intimidating. Sure, she has an Oscar for "Chicago" and is married to high-powered producer/actor Michael...

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When Catherine Zeta-Jones joined the cast of “Ocean’s Twelve,” it had to be intimidating. Sure, she has an Oscar for “Chicago” and is married to high-powered producer/actor Michael Douglas, but as she puts it, she entered “a den of lions” when walking onto the set of this sequel.

Zeta-Jones portrays Isabel, a detective on the trail of Danny Ocean and his band of bandits, played by George Clooney, Brad Pitt, Matt Damon, Don Cheadle and others. No, she wasn’t the only woman: Julia Roberts was in the first movie, “Ocean’s Eleven,” but this time Roberts found out she was pregnant during shooting, and wasn’t around as long when the cast toured Rome, Amsterdam, Sicily and Monte Carlo.

“I met [director] Steven Soderbergh on ‘Traffic.’ I knew that ‘Ocean’s Twelve’ was going to be starting up soon,” says Zeta-Jones. “I liked my character. I liked the arc. So here I am.”

The team of actors is a modern-day Rat Pack, not unlike Frank Sinatra, Dean Martin, Sammy Davis Jr. and the rest who made the original “Ocean’s Eleven,” according to producer Jerry Weintraub. In a hotel room with most of the actors in Palm Springs recently, he recalls Zeta-Jones coming onto the set.

Weintraub says, “She came in and she was a little worried about walking into this … “

“Den of lions,” interrupts Pitt.

It’s a tough group, by any stretch. They are known to play practical jokes on each other and razz each other constantly.

Clooney, the biggest prankster, put a bumper sticker on Pitt’s passenger door saying, “I’m gay, and I vote” and later, “Small Penis Onboard.”

Damon recalls, “The bumper sticker that you put on Brad’s car the last day of shooting was good. As he drove home through L.A. rush-hour traffic people were honking at him and waving, and he thinks it’s because he’s Brad Pitt. So he’s waving back.”

Pitt smirks. “First of all, there’s a very low level of maturity amongst all the guys there. So that helps, we bond very quickly because of it. Then we’ve got the beautiful women to make us look a little better.”

The women weren’t immune from the pranks, Pitt says, “I think that the biggest joke was on Catherine because she actually thought that we were making a movie. Being the new kid no one told her. So she was up learning lines and doing character breakdowns, and we just let her roll with it.”

She laughs, “I thought that the guys didn’t like me.”

This idea for the sequel came when the actors were filming overseas at the end of the first “Ocean’s” movie, and they tried to figure out how to reunite for another caper. But it was important to have someone who connected with the group, especially since Pitt has to do a romantic scene with her.

“The great thing about Catherine is that there is this great beauty, this great elegance, but at the same time she’ll drink anyone under the table,” says Pitt.

“Catherine had a restraining order against George,” jokes Cheadle.

“It wasn’t really a restraining order. It was 50 feet. I had 50 feet,” Clooney continues.

Clooney has plans to get her again with a practical joke. “I’m doing a love scene with Michael Douglas later to even the score,” he deadpans. “That’ll teach her.”