It was a night when Tinseltown turned back the clock, as the biggest stars on the plant shut down Hollywood Boulevard for the red carpet premiere of "Ocean’s 12" and a flash bulb frenzy that recalled the glamorous heydays of the 1940s.

"It’s like old time Hollywood," Michael Douglas declared to our Jerry Penacoli.

"You would think this was Oscar night," "Desperate Housewife" Eva Longoria said of the star-studded scene. "This is crazy!"

And crazy it was. Famous faces Nicolette Sheridan, Prince, Sharon Stone and Bruce Willis hit the red carpet along with the film’s full house of megastars. From George Clooney, Brad Pitt, Matt Damon and Catherine Zeta-Jones to Don Cheadle, Elliot Gould and Andy Garcia, the film’s big names were present and accounted for -- except, of course, for new mommy Julia Roberts, who was home with twins Phinnaeus and Hazel.

George himself was also almost a no-show with a sore back he got from a fall on the set of his new film, "Syriana." But he was there with a double date: pal Lisa Snowden on one arm and mom Nina on the other. George insisted he was feeling fine and his back was, "good," as Lisa joked that he hurt himself, "birthing the twins."

But George had Matt Damon on his mind as he continued his campaign for People magazine to name Matt the Sexiest Man Alive: "Please, he wants it so bad!" George pleaded.

As for Matt, the night was a trip down memory lane. "You know, Ben and I lived down on [nearby street] Cherokee," he told us. "I just went over to Musso and Franks before I came here and I looked up at my old apartment."

Meanwhile, screen buddy Brad greeted admirers who had lined up all day for a glimpse of this two-time Sexiest Man. "I feel bad for them sitting out there, standing out here forever. It’s chilly," Brad sympathized. "That’s me. I'm a nice guy."

Brad arrived minus his gorgeous wife, Jennifer Aniston, revealing exclusively to "Extra" that she’s in London shooting her new movie, "Derailed." "It’s smoking," he told us.

Brad’s "Ocean’s 12" love interest, Catherine, was there with hubby Michael Douglas, who admitted to a little jealousy while watching the movie. "They looked pretty good," he said of his wife and Brad together onscreen.

And Catherine told us she hopes a girl could be in Matt Damon’s future, should there be an "Ocean’s 13:" "I think he should get a love interest. It’s Matt’s time."

"Maybe Matt and George. Who knows?" joked Michael.

But Eva Longoria put in her dibs for her own love interest: "George Clooney," she said. "I will be the woman who comes between George and Julia."

As if all this glitz and glamour wasn’t enough, the "Ocean’s" gang ended the night by jetting off to Rome for the movie’s European premieres. Famed "Ocean’s 12" producer Jerry Weintraub, the man behind the spectacular Hollywood event, told us they were flying in style. "We’ve got a 757 with bedrooms and champagne and caviar," he revealed.

Stay tuned to "Extra," because we’ll be there tomorrow as the gang does it all over again, Italian style. And you can catch "Ocean’s 12" in theaters on Friday.