It’s hard to come away from Ocean’s Eleven and Ocean’s Twelve without a bad taste in your mouth. After all, it appears that immensely talented individuals have channeled gobs of money into a high-profile project that a) has little or nothing of substance to offer, and b) appears to be packed end to end with famous people who wanted an excuse to celebrate their own popularity and coolness.

But then again, both films are thoroughly entertaining, and this new one provokes a thousand laughs. I was at once put-off by the cleverness-for-cleverness’ sake and impressed by director Steven Soderbergh’s relentlessly dazzling style.

If you’re going to go see it, read as little as possible about it before you do.

There are at least three big surprises that will be far more enjoyable if they remain just that… surprises. Unfortunately, several mainstream critics are spoiling those surprises. So put the newspaper away.

It’s worth noting that the soundtrack is fantastic–playing like a mix tape of Soderbergh’s funky favorites.

The cinematography would be deserving of high praise if it weren’t so derivative of other things Soderbergh has done. He recycles several notable shots from his previous films. Where we had an upside-down shot of a helicopter landing in Traffic, the film’s most memorable shot, here we get a sideways shot of an airplane landing, for no reason other than it’s kinda cool. We also have an officer of the law hooking up with a criminal, as in Out of Sight. Also from Out of Sight, we have a long shot of people chatting in a car while the reflection in the window of the car is brighter than the people behind the windshield.

The performances are all enjoyable. There’s far too little of Bernie Mac, but there’s a generous amount of Brad Pitt, Catherine Zeta-Jones, and Matt Damon, all in fine form. Clooney’s almost a supporting character in his own story here. Vincent Cassell is a brilliant addition to the mix; he gets to show off some acrobatic moves in a memorable security-busting scene. Julia Roberts gets caught up in one of the most inspired and zany sequences of the year. And two particular cameos were especially delightful for me, since I recently met one of those actors, and since I’m a HUGE fan of the other one.

The heists themselves become so convoluted and baffling that I’ll admit it … I got completely lost and I’m still not sure what happened in the end. But that hardly matters. The story isn’t exactly meaningful. It’s just an excuse to turn these memorable personalities loose and watch things accelerate into mayhem.

I’d recommend it as a nice break from the super-serious films of Oscar season. It’s worth a matinee if you enjoyed the first one or if you enjoy mildly diverting comedies like Get Shorty. The highs outweigh the lows.

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