Making waves Soderbergh sails on the mainstream BY PETER KEOUGH
	Ocean’s Twelve Directed by Steven Soderbergh. Written by George Clayton Johnson, Jack Golden Russell, and George Nolfi. With George Clooney, Catherine Zeta-Jones, Brad Pitt, Julia Roberts, Andy Garcia, Matt Damon, Don Cheadle, Carl Reiner, Elliott Gould, and Vincent Cassel. A Warner Bros. Pictures release (130 minutes). At the Apple Valley, Entertainment, Flagship, Holiday, Providence Place 16, Showcase, and Tri-Boro cinemas.

Since he first made his mark in 1989 as America’s foremost (and at the time almost only) independent auteur with his first film, sex, lies, and videotape, Steven Soderbergh has been desperate to get avant-garde again. Unfortunately, most of his efforts in this direction — Kafka? Schizopolis? Solaris? — have suggested that the lucid, if glib, intelligence of that first film was a fluke. Such exceptions as The Limey — maybe his best film — and Traffic — maybe his most overrated — did not check his "artistic" decline.

On the other hand, most of the mainstream projects he’s taken on to pay the bills — Out of Sight, Erin Brockovich, Ocean’s Eleven, and now Ocean’s Twelve — have not only made him money but earned him more credibility as a serious filmmaker. Wrapped around a generic story, amped by a big budget and big-name stars, Soderbergh’s preoccupations with narrative structure, personal identity, and the intermingling of art and life, of the imagined and the real, seem playful rather than pretentious.

And, after all, what is Ocean’s Twelve if not Full Frontal with heists and better wisecracks? The latter film, perhaps Soderbergh’s low point, was the kind of smug, sloppy self-indulgence that gives postmodernism a bad name. Yet Twelve has Full Frontal’s Julia Roberts and Brad Pitt. And what could be more postmodern than a film that’s a sequel to a remake of a film that originally was a parody of a real-life celebrity clique from the ’60s? Instead of pretending to be an art film, however, Twelve pretends to be a caper flick — and we’re all in on the joke!

That might be Twelve’s chief, and cheapest, thrill: the illusion that we’re all in this big party with George and Julia and Matt and Brad swapping one-liners, non sequiturs, and in-jokes and making fun of the whole notion of making a living by make-believe but making the most of it just the same. It’s why the sequel is a more satisfying entertainment than the first, despite a narrative that is defiantly nonsensical. Or maybe because of that. The remake tried to make narrative sense, and relying on the creaky contrivance of the 1960 original, it got bogged down in dull details. If you want a heist with elegance and clarity, check Bob la flambeur or Topkapi out of the video store. In Twelve, however, the plot is mere backdrop to the seemingly improvised patter, a backdrop less important than the funky and glamorous locations in Amsterdam, Paris, Rome, Lake Como, and Connecticut.

Such as it is, the story (originally written by George Nolfi as a John Woo picture) picks up three years after Danny Ocean (George Clooney) and his gang have ripped off the casinos of Las Vegas moneyman Terry Benedict (Andy Garcia). Somebody has spilled the beans, and in the film’s funny, throw-away prelude, Benedict tracks each member down, giving everybody two weeks to pay back the stolen $160 million plus interest (an amount probably equal to the soaking that Soderbergh and Clooney took in their joint production of Solaris). So the erstwhile, wealthy retirees must set off on that legendary one last heist, or rather three of them. The actual operations aren’t nearly as memorable as the spacy, often self-reflexive exchanges between Ocean and company. The down time is what really matters, undercut almost imperceptibly by a fractured chronology that Soderbergh makes even more confusing with "Three Years Later" and "Two Weeks Earlier" title cards that are about as helpful as those in Buñuel’s Un chien andalou.

The cast is uniformly flawless — which, I suppose, is not hard when you’re playing a variation of yourself. And that’s what makes Catherine Zeta-Jones’s contribution so valuable. As Isabel, the top cop tracking down the 12, she can’t be in on the joke. (She’s one of the biggest butts of it, in fact, as her first scene indicates.) So she has to act, and in its balance of earnestness and irony, this one of her best performances. (She has a great haircut, too.) Despite the matryoshka-doll plot twists that render the narrative both microscopic and meaningless, the only real tension in the film concerns whether her character will be in or out. It’s cool to be in, but as the film’s only genuinely emotional moment proves (proving also that Albert Finney has one of the greatest faces in the movies), it’s real to be out.