Following The Flock

Director Robert De Niro and screenwriter Eric Roth's "The Good Shepherd" is nothing if not ambitious. In two hours and 40 minutes of grave, shadowy images, it attempts to tell the story of the formation and transformation of the CIA. It begins with the agency's failed Bay of Pigs invasion in 1961, loops back to the late 1930s, when the Office of Strategic Services (the CIA's predecessor) was created, and then takes us on a globe-hopping trip through the cold war.

All this is filtered through the fictional story of Edward Wilson (Matt Damon), a young Yale student plucked from the secret Skull and Bones society in 1939 to serve his country by spying on a suspected Nazi-sympathizing professor (Michael Gambon). The bright, well-bred Wilson is an idealist, but even as a young man there's something shut off about him: he says little, hides his emotions and is strangely passive in the presence of women, even one as seductive as Clover (Angelina Jolie), whom he dutifully marries when she gets pregnant. Soon after, he joins the OSS and whisks off to London and later Berlin, not to return until his son is nearly 7. "The Good Shepherd" charts Wilson's devolution--and the agency's--from patriotic idealism to paranoid, isolated ruthlessness. The cost of secrecy is his soul, and his family.

For the film's mesmerizing first 50 minutes I thought De Niro might pull off the "Godfather" of spy movies. The tradecraft fascinates, the sociology is astute, the tense chess match between Wilson and his KGB counterpart "Ulysses" (Oleg Stefan) has an intricacy worthy of le Carré. But the unvaryingly solemn tone begins to wear, and the elaborate flashback structure becomes confusing in the last act. Roth's script is great on the cat-and-mouse games, weak on the destruction of Wilson's marriage. Jolie's character is barely coherent. And Roth's choice to build an epic around a character as hooded as Wilson is risky: it's a testament to Damon's skill and charisma that we care at all about this clenched careerist.

Still, even if the movie's vast reach exceeds its grasp, it's a spellbinding history lesson. "The Good Shepherd" demands you watch it like a spy: alert, paranoid, never knowing whom you can trust, or who will stab you in the back.