HOLLYWOOD -- One of the biggest laughs in the caper comedy "Ocean's Thirteen" occurs when Rusty Ryan (Brad Pitt) catches the seemingly unflappable Danny Ocean (George Clooney) crying in his hotel room over a heartwarming episode of "Oprah." At first, Rusty makes fun of Danny's sensitivity, but soon he, too, is welling up.

That is the scene that screenwriters Brian Koppelman and David Levien had in their heads when they met with director Steven Soderbergh about penning the third installment in the popular "Ocean's Eleven" franchise.

"I have definitely caught Brian in mid-mist-up over 'Oprah,' " Levien says. "I have been embarrassed for him, only to find myself getting sucked into the plot."

"We thought it would be great to find something to put this moment in our lives in -- me acting so wimpy and him catching me getting so misty," Koppelman says.

Not only do the pair enjoy their daily dose of "Oprah," they also are drawn to the world of gambling, having written the 1998 movie about poker players, "Rounders," and the ESPN dramatic series "Tilt," about big-stakes poker players in Las Vegas.

"We have always been fascinated with people willing to put it on the line, who sort of back their own belief so strongly that they are willing to buck conventional wisdom," Koppelman explains. "There is something dramatic about the choices they make -- that's one of the reasons why we have been drawn back into that world over and over."

"Also, there are just a lot of satellites around casinos," Levien adds. "There are criminal elements who are around it. It's a very interesting world to us."

The two point out, though, that it was not simply the Las Vegas setting that made them eager to work on "Ocean's Thirteen."

"It was the opportunity to work with Steven and these actors," Koppelman says. "Our agency called us and asked if we would be interested. ... Soderbergh is our favorite living director. He came to New York and we had lunch together."

By the end of the afternoon, they were all working on the movie. "We didn't pitch a story or anything," Koppelman says. "We sat at lunch and talked about the nature of con men, criminals ... ."

"Ocean's Thirteen," which opens today, is a return to the spirit of fun of the original 2001 hit, which was a remake of and nostalgic valentine to 1960's "Ocean's Eleven," which starred the cooler-than-cool Rat Pack.

Something got lost in translation with the confusing "Ocean's Twelve" of 2004, which left Las Vegas behind for the glamour spots of Europe.

"Steven wanted them back in Vegas for the third, and it made total sense to us that that is where they belong," Levien says. "It was great they had taken a break with the second and now they were coming back. That worked for us."