Soderbergh and Frank talk about working on the film and with the actors in a way that is an entertaining blend of informative and anecdotal material. If you wanted to know how they shot (and reshot) the trunk scene or learn how good a basketball player George Clooney really is, it's all in the commentary.

Everything a good commentary should be, with a funny, anecdote heavy informative partnership of Soderbergh and his writer Scott Frank.

Yet another great Soderbergh commentary. Frank is a suitable second, matching Soderbergh's sardonic wit line for line. Very funny and informative.

Excellent rapport between the two. Honest and unadorned commentary that goes into depth about the editing process.

I waited way too long to finally listen to this commentary. It is easy to forget how surprised everyone was that this movie turned out to be as great as it is. Clooney had not had a real good movie role yet. Lopez was practically brand new. Soderberg had done small independent films, and this felt like it was too big for the type of movies he liked to make.

Soderberghs commentaries are always very good. He spends a lot of time with the writer pointing out various scenes that werent in the book, and why they added scenes that fit so well (with help from the author) that everyone felt like they remembered it from the book. Clearly Soderberg had not read the book as he keeps getting surprised when the writer says, this I wrote from scratch, and this I had Elmore help me with.

Whine a little about things he noticed he did not shoot as well as he wished he had.

They tell interesting stories like how well George behaved for the several days they filmed inside of the prison. Which actors added stuff to their part. How some key scenes turned out better than he had hoped for because the actors made it.

Spends a long time talking about, very informatively, about how they filmed the trunk scene in one take, and it didnt work with audiences at all well, so they reshot it, making it the famous scene it became.

I keep forgetting that Danny Devito was a producer on this film, and they say he was mostly hands off, even though he had directed several films himself by now.

The filmmakers are really funny in this commentary. They’re both dry, and sardonic, and just roast each other throughout the whole thing. Scott Frank keeps roasting Soderbergh for making obscure movies like King of the Hill, and then the Director points out things that Scott Frank wrote that weren’t important – and and then Frank comes back with what he thinks Soderbergh got wrong in the movie. It’s like Billy Wilder wrote this commentary, It’s just like what you would think a typical screenwriter–director’s relationship would be like: They need each other, and they each have a clear vision of the story so inevitably they have words.

In it Soderbergh talks about which filmmakers he ripped off, which is always kind of interesting, and they discuss the editing process A LOT.

They especially talk about how the piece changed in its translation from its original form as a novel to then draft after draft of a screenplay, to shooting script, then to dailies, which is the raw, unedited footage that’s captured during production – also sometimes called rushes – to then the material they cut together, and then finding holes in that material and having to go back to shoot additional footage during post-production.

There’s an interesting perspective here on what making a studio picture seems to be like – there’s heavy involvement from the writer, how much input and what responsibilities to the storytelling producers and studio executives have, they talk a little bit about test screenings – it paints a really interesting picture of stuff most people never really think about.

And they drop a lot of really cool pieces of trivia, like Michael Keaton reprises his role from Quentin Tarantino’s movie Jackie Brown – which is also based on an Elmore Leonard novel.

And some advice, like "shooting on Collins Avenue in Miami is NOT something you wanna do." Bars.

Amazing commentary. Worth watching a 2nd time just to relisten to the commentary. These guys truly enjoyed the film and dissected it frame by frame. Joy to listen to.