"Kafka" is the long-awaited (at least in this market) second film by Steven Soderbergh, boy wonder of the Sundance Film Festival after scoring a few years ago with "sex, lies and videotape."

But "Kafka" is very different, a bizarre attempt to visualize the imaginings of writer Franz Kafka. In a way it resembles "Naked Lunch," and, even more strongly, Woody Allen's "Shadows and Fog," though "Kafka" was released nationally before those films. But it also owes a lot to such older pictures, like "The Cabinet of Dr. Caligari," "The Third Man" and Orson Welles' adaptation of Kafka's "The Trial." Not to mention "The Wizard of Oz" and "Frankenstein."

The film feels like little more than an elaborate in-joke for film buffs, right down to the names of characters (Ian Holm plays Dr. "Murnau").

Photographed largely on location in Prague, in gorgeous black and white (except for one color sequence toward the end), "Kafka" stars Jeremy Irons in the title role,a fictionalized Kafka who is a meek clerk.

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He spends his evenings writing articles for publications he assumes no one ever reads, and during the day he's just another intimidated worker. But when a friend disappears, Kafka begins asking questions and soon finds himself embroiled in mystery and intrigue, encountering shady characters whose motives are vague. In fact, everything about this film, in terms of plot, is vague. Including its disappointing punchline.

But there are some wonderful actors at work here - Alec Guinness as the chief clerk, Joel Grey as a weaselly middle-management clerk, Theresa Russell as an anarchist, Jeroen Krabbe as an intellectual gravedigger, Armin Mueller-Stahl as a mysterious policeman, etc.

And quite often, the visual feast is enough to hold audience attention. But, in the end, it all feels rather empty.

"Kafka" is rated PG-13 for some violence, gore and nude photos.

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