By the time you've written off "Ocean's Twelve" as a soulless corporate Hollywood sequel of a soulless corporate Hollywood caper - well after you'll probably write it off, actually - something incredible happens.

The movie comes out and agrees with you, and from then on makes self-destructing fun of itself in clever and amusing ways.

Credit the late-inning save to the guilty conscience of director Steven Soderbergh. The "sex, lies, and videotape" indie pioneer probably was never quite comfortable with the back-to-back commercial successes of "Erin Brockovich," "Traffic" and his "Ocean's Eleven" remake; how else to explain such self-immolating audience repellents as "Full Frontal" and "Solaris"?

For this sequel to the slickest, emptiest work of his career, Soderbergh delivers the all-surface goods while exposing the star-system machinations that go on behind the scenes of such noncommittal cool product. I can't give away the big, third-act switch - except to say that it's delicious, and that, as "Brockovich" proved, Soderbergh is one of maybe two directors skilled in correct use of Julia Roberts - but I can assure you that the first hour and a half of drivel is worth sitting through to get to it.

But I'm not sure that there is a traditional three-act structure at play here. So much nonsense, double-talk and triple-crossing and standing around looking good goes on, it feels more like a floating holiday across Europe with a lot of beautiful people and Bernie Mac.

The plot, or whatever it is, combines Soderbergh's abstract sequel notions with a spec script written by George Nolfi about the continent's greatest thief matching wits with his American counterpart. George Clooney's Danny Ocean and his eccentric crew of knock-over specialists (Brad Pitt, Matt Damon, Don Cheadle, Elliott Gould and everyone else from the 2001 "Eleven") head off to pull impossible heists in Amsterdam and Rome. Their last victim, casino boss Terry Benedict (Andy Garcia again), tracks each of them down and threatens bad things if they don't pay him back with interest.

New to the game are Vincent Cassel as said European rival, Catherine Zeta-Jones as a former lover of Pitt's Rusty who's tailing the crew for a Euro Union police agency, and more truly inspired guest-star cameos than this already star-heavy gang press should reasonably accommodate, yet delightfully does.Too much of the movie is about these guys posing, jokes referencing "Eleven" (which was so disposable an experience I couldn't recall what most of those references were to) and purposely confusing coded dialogue and fast-jam exposition.But for anyone who wants to follow the action, Soderbergh drops both visual and informational clues along its skipping path to what may be going on. And those lucky few might even be satisfied by how the scams, and the scams within them, pay off.But the real pleasure of "Ocean's Twelve" rests in the way it strips the enamel off of the glamorous celebrity vehicle and makes us think - actually, seriously think - about why we enjoy such air-brained entertainments. Once again acting as his own cinematographer, Soderbergh gives the inevitably gorgeous production a rough-edged, sometimes desaturated look that underscores a Nouvelle Vague notion that something intelligent might be going on. Which may not be all that entertaining in the formulaic sense, but it's definitely fun in a sneaky thief kind of way.