"...the main purpose of criticism...is not to make its readers agree, nice as that is, but to make them, by whatever orthodox or unorthodox method, think." - John Simon

"The great enemy of clear language is insincerity." - George Orwell

Monday, September 14, 2009

The Good Shepherd

The Good Shepherd (2006) had been a long-gestating project for screenwriter Eric Roth. But then again pitching an epic biopic about the creation of the Central Intelligence Agency with a large cast of characters and a complex plot must have been a tough sell for studios interested in making crowd-pleasing blockbusters and not overly long films about people talking. Originally, Francis Ford Coppola and a score of other filmmakers were going to direct this film at various points with Leonardo DiCaprio starring. Both men dropped out for various reasons with Robert De Niro stepping up to take over directorial duties and Matt Damon as his leading man. The result is an ambitious film that spans three continents and covers the years 1939 to 1961. Critics and audiences were put off by the film’s slow, deliberate pacing and distant approach to the characters but missed the boat on a brilliant film that examines the formative years of the CIA.

The film begins in 1961 with the bungled CIA-backed Bay of Pigs invasion of Cuba with one of the organization’s founding members Edward Wilson (Matt Damon) learning that there is a traitor in its midst, someone close to him. The film proceeds to flash back to 1939 when he was a student at Yale University. He is initiated into a secret society known as the Skull and Bones, populated by fellow privileged young men, all from families of money and influence. Wilson is approached by a representative from the Federal Bureau of Investigation (Alec Baldwin) and asked to spy on his poetry professor (Michael Gambon) whom they suspect heads up an organization sympathetic to the Nazis.

Wilson is successful and the teacher is forced to resign. This gains him access to many powerful people and opens doors to a whole other world – the ground floor to the creation of a foreign intelligence organization. It is made perfectly clear to him that it will be made up predominantly of WASPs like himself. He is also aggressively pursued by Margaret Ann Russell (Angelina Jolie), the sister of one of his classmates. She becomes pregnant and he marries her because it is expected of him and “the right thing to do.”
Wilson’s lack of personality and emotional detachment make him an ideal spy because he gives nothing away to the point where he almost doesn’t exist. Wilson internalizes everything because it is his job to keep secrets. Matt Damon gives a finely nuanced, tightly-controlled performance that is a marvel of economy. There is a stillness to the way he carries himself in this film that is in sharp contrast to the Bourne films where he plays a character that is constantly in motion. Amidst his emotionless facade exists glimmers of humanity, most notably in the form of a deaf girl named Laura (Tammy Blanchard) whom he loves but must give up once he learns that Margaret is pregnant. His time spent with Laura is one of rare moments where he shows any kind of humanity. It’s the one time in his life when he’s truly happy.

This brief relationship is the key, I think, to unlocking the character of Wilson. The end of his relationship with Laura and his marriage of convenience to Margaret symbolizes Wilson’s willingness to put his personal happiness aside for what he perceives as for the good of the country by consuming himself in service. There is a crucial moment of decision for his character: stay in the safe confines of academia with the woman he loves or marry into privilege and serve his country in the capacity of an emerging foreign intelligence service. At one point, Damon gives a look back Laura that suggests a tragic end to a life with someone who would have made him truly happy for a loveless marriage that sends him up the social and economic ladder.

The Good Shepherd originally started with screenwriter Eric Roth in 1994 when he was looking for a project after finishing his adaptation of Forrest Gump (1994). He read Norman Mailer’s Harlot’s Ghost and became intrigued with the people who built the CIA. Roth talked to Francis Ford Coppola about adapting Mailer’s book because the filmmaker had optioned the rights to it with Columbia Pictures agreeing to finance the project. Roth liked the book but found the story too elaborate and he decided to do his own research (reading all about the CIA and meeting with 40 agents) including writing his own version that chronicled the organization’s creation and ended with the failed Bay of Pigs invasion. Coppola decided not to do the film, claiming that he did not understand the characters due to their lack of emotion. What intrigued Roth about the early days of the CIA were the morals of the people who started the organization and what they were willing to sacrifice.

Roth asked Michael Mann to direct and, while they ended up working together on The Insider (1999) and Ali (2001), the filmmaker did get involved in The Good Shepherd. Roth eventually got Wayne Wang involved but when the studio changed hands, he was out. Philip Kaufman was also attached at one point but he too didn’t last long either. Robert De Niro first became involved with the project in 1999. Retired CIA agent Milton Bearden, who ran operations in Afghanistan in the mid-1980s, served as a technical adviser on the film. He had worked with De Niro on Meet the Parents (2000) to help him with his character who was a retired CIA agent. He agreed to take De Niro through Afghanistan to the northwest frontier of Pakistan and into Moscow for a guided tour of intelligence gathering.
John Frankenheimer was going to direct with De Niro starring. The veteran director died in 2002 and the actor stuck with The Good Shepherd because he had already put so much work into it. To keep the project going De Niro agreed to a deal that would see him either direct or star in Roth’s version if the screenwriter wrote a sequel to the years De Niro had been researching, from the Bay of Pigs to 1989’s fall of the Berlin Wall. Post-9/11 conditions made the material more relevant and a studio more willing to back the film. The Good Shepherd moved to Universal Pictures with producer Graham King agreeing to help finance it. He had a deal with Leonardo DiCaprio, who expressed interest in playing Wilson.

De Niro planned to shoot the film in early 2005 but scheduling conflicts with Martin Scorsese’s The Departed (2006) forced DiCaprio to drop out of the film. De Niro approached Matt Damon who was also making The Departed but he would be done earlier than his co-star and De Niro would only have to wait six months to do the film with him. However, Damon was scheduled to star in Steven Soderbergh’s The Informant! (2009) right after The Departed but a quick phone call to the director and he agreed to delay filming in order to give Damon the opportunity to make De Niro’s film. However, when DiCaprio left so did King and his money. In June 2005, James Robinson and Morgan Creek Productions agreed to produce The Good Shepherd with De Niro’s Tribeca Films and a new deal was set up at Universal Pictures for them to distribute the final product. The budget was reduced to $90 million which meant that most of the principals, Damon included, took a significant cut in their normal salaries.

To design the production, the filmmakers brought in Jeannine Oppewall (who did amazing work recreating 1950s Los Angeles in L.A. Confidential). She did an incredible amount of research for the film that ended up filling 10-12 six-inch thick, three-ring binders. The film was shot in New York City, the Adirondack Mountains, Washington, D.C., London, and the Dominican Republic. The interiors of the CIA were built in the Brooklyn Armory, a large edifice built in 1901 for the United States Calvary. It is currently home to the U.S. Army and the National Guard. Oppewall visited the CIA’s headquarters in D.C. and did additional research and worked with Bearden to create sets for the CIA’s office, Technical Room and Communications Room. Her team tracked down the right set dressings and also found authentic teletype machines, reel-to-reel tape recorders and radios used in the CIA during that time. Bearden made sure that the filmmakers got the historical aspects correct but understood that it had to be fictionalized to a certain degree as they weren’t making a documentary.
The Good Shepherd immerses us in plenty of spy jargon, double crosses and covert operations while everyone speaks in cryptic, veiled threats. The higher up Wilson climbs, the more careful he has to be about the people he can trust. At one point, early on in his career, Wilson is given some advice: “The mental facility to detect conspiracies and betrayal are the same qualities most likely to corrode national judgment. Everything that seems clear is bent and everything that seems bent is clear. Trapped in reflections you must learn to recognize when a lie masquerades as the truth. Then deal with it efficiently, dispassionately.” As a result, he becomes increasingly paranoid and rightly so as he is privy to so many of the government’s dirty secrets while also harboring a few of his own. The film also makes it pretty clear who holds much of the power in the United States and this is beautifully underlined in a scene where Wilson meets with a powerful mafia figure (Joe Pesci) who asks him what kind of legacy does he have in the country to which Wilson replies, “We have the United States of America. The rest of you are just visiting.”

Robert De Niro does a fine job with an ambitious screenplay that covers a lot of ground and a lot of characters. Close attention has to be paid to everything that is said because The Good Shepherd refuses to spell things out. It also isn’t a flashy James Bond film. De Niro said, “I like it when things happen for a reason. So I want to downplay the violence, depict in a muted way.” The film is ultimately about the dangerous nature of secrets and how they cannot only hurt a country but an individual as well. The film shows how these secrets take their toll on the country (i.e. the Bay of Pigs fiasco) and on the individual. Wilson is something of a tragic figure: a man who wanted a simple life but instead opted for one in service of his country, acting as one of its keeper of dark secrets. Along the way he lost his humanity, condemned to spend his days living in the shadows.

The Good Shepherd received mostly mixed to positive reviews from mainstream critics. The New York Times’ Manohla Dargis wrote, "The Good Shepherd is an origin story about the C.I.A., and for the filmmakers that story boils down to fathers who fail their sons, a suspect metaphor that here becomes all too ploddingly literal." However, she did like De Niro's direction: "Among the film’s most striking visual tropes is the image of Wilson simply going to work in the capital alongside other similarly dressed men, a spectral army clutching briefcases and silently marching to uncertain victory." In his review for the Los Angeles Times, Kenneth Turan praised Matt Damon's performance: "Damon, in his second major role of the year (after The Departed) once again demonstrates his ability to convey emotional reserves, to animate a character from the inside out and create a man we can sense has more of an interior life than he is willing to let on." Time magazine’s Richard Corliss also had praise for the actor: "Damon is terrific in the role – all-knowing, never overtly expressing a feeling. Indeed, so is everyone else in this intricate, understated but ultimately devastating account of how secrets, when they are left to fester, can become an illness, dangerous to those who keep them, more so to nations that base their policies on them."
In his review for The New York Observer, Andrew Sarris wrote, “Still, no previous American film has ventured into this still largely unknown territory with such authority and emotional detachment. For this reason alone, The Good Shepherd is must-see viewing.” USA Today gave the film three out of four stars and wrote, "What makes the story work so powerfully is his focus on a multidimensional individual — Wilson — thereby creating a stirring personal tale about the inner workings of the clandestine government agency.” Newsweek magazine’s David Ansen had a mixed reaction to the film. "For the film's mesmerizing first 50 minutes I thought De Niro might pull off The Godfather of spy movies ... Still, even if the movie's vast reach exceeds its grasp, it's a spellbinding history lesson.” Rolling Stone magazine’s Peter Travers felt that it was “tough to slog through a movie that has no pulse.” In his review for The Guardian, Peter Bradshaw gave the film two out of five stars and criticized Damon's performance: "And why is Damon allowed to act in such a callow, boring way? As ever, he looks like he is playing Robin to some imaginary Batman at his side, like Jimmy Stewart and his invisible rabbit. His nasal, unobtrusive voice makes every line sound the same."

The Good Shepherd is eerily relevant to our post-9/11 climate with the CIA running covert prisons and reportedly torturing terrorists; the National Security Agency conducting wiretaps without warrants; and columnist Robert D. Novak’s July 2003 article revealing of Valerie Plame as a CIA operative after an administration source reportedly gave her name. All of these incidents made the material in the film more relevant. The Good Shepherd refuses to simplify its themes or resort to the frenetic style of editing that is in vogue in Hollywood and instead takes its time and immerses the viewer in a fascinating, shadowy world. This is a film that invites repeat viewings because it is rich with so many characters and intricate plot details.

For further reading, check out this link at the CIA's website which examines the historical accuracy. Not surprisingly, they don't find it too accurate.

Here's another fascinating article that takes a look at Dr. Timothy Leary's association with the CIA and their use of LSD as a truth serum of sorts.

Here is also an excellent review of the film over at Ferdy on Films, etc.


The Good Shepherd Production Notes. Universal Pictures. 2006.

Horn, John. “Intelligence Design.” Los Angeles Times. November 5, 2006.

Luscombe, Belinda. “Robert De Niro in The Director’s Chair.” Time. December 3, 2006.

Stax. “Good Shepherd Seeks Flock.” IGN. June 4, 2004.

Stax. “Good Shepherd Gets Fleeced.” IGN. November 12, 2004.

Stax. “Damon Makes a Good Movie.” IGN. November 30, 2004.

Stax. “Jolie Turns Good Girl.” IGN. January 28, 2005.

Stax. “The Good Shepherd Begins.” IGN. August 18, 2005.


  1. This is a film I've always wanted to see, but never have. I do have it on my Netflix queue. I might have to move it up some.

  2. J.D.:

    Another outstanding review of an underrated film.

    At the time of The Good Shepherd's release, a good number of my friends and family members went to see it and all reported back with -- word-for-word -- the same criticism; that somehow the film was emotionally distant.

    When I saw the film on DVD some time later, I loved the cerebral, detached approach; and felt that Damon's portrayal was quite accomplished in the way(s) it suggested a deeper inner life, one roiling under a placid surface.

    Great review!

    John Kenneth Muir

  3. Keith:

    It's a good one, Keith. Esp. if you're interested in that particular time period of American history.

    John Kenneth Muir:

    Thanks for the kind words, my friend! I too liked the cerebral, detached approach as you put it so well and Damon really did a fantastic job. I didn't get a chance to really get into it but I also loved Robert Richardson's gorgeous cinematography. He is definitely one of the best in the biz and it's a shame he hasn't done a film with Oliver Stone in some time.

  4. I'm with Keith on this. Never saw it, but am moving on to my Netflix queue. Thanks, J.D., for the examination of this film.

  5. le0pard13:

    It's a good one if you're into the subject matter. I'd be curious to know your thoughts once you get a chance to see it.