The film follows Edward Wilson (Matt Damon), a composite of real figures in the history of U.S. espionage—including James Jesus Angleton, an increasingly paranoid CIA counter-intelligence director, and covert operations specialist Richard Bissell. The ambitious aim of the movie is to chronicle more than 30 years of Wilson's life as he unwillingly begins his espionage career by spying for the FBI and ultimately becomes a major trailblazer in the birth of the CIA. Wilson's story is told in an often-confusing seesaw of flashbacks spanning from his days as a promising Yale poetry student (who also stars in bawdy musicals), to his enlistment into the World War II-era Office of Strategic Services, to his involvement in the Bay of Pigs. Tying it all together is the provocative mystery Wilson has to solve: What (or who) jeopardized the Bay of Pigs mission?

Matt Damon as Edward Wilson, a man who'll sacrifice almost anything for the sake of country

Unlike spy escapism in the Mission: Impossible and James Bond movies, The Good Shepherd revels in real-life espionage. Wilson never holds a gun or jumps from a flaming boat. He doesn't save the day with derring-do or a watch that shoots missiles. Instead, he starts rumors. He collects facts. Wilson masters, as one character says, "the use of information, disinformation and how their use is ultimately power."

Real-life espionage may not seem to be as cinematically compelling as say, making a mask of your enemy's face, but in director Robert DeNiro's hands, this spy work can sizzle. One of the most captivating sequences is actually set in a drab small conference room where two agents brief Wilson on a grainy, dark and seemingly useless photo they are mining for clues. It's simple and somewhat mundane, but yet the sequence is fascinating. This is really a triumph of the film's tone, style and mood. Stoic, simmering and almost film noir, The Good Shepherd creates a very dangerous and intriguing world. This film is a 10-year pet project for DeNiro and it shows. His passion—not only for this story, but also for the greater meaning and personal implications of nations spying on nations—grounds the movie and inspires passion in the viewer.

Angelina Jolie as Edward's long-ignored wife

However, for all its positives, The Good Shepherd is kept from full success because DeNiro and screenwriter Eric Roth are actually too ambitious. Though the writing is largely crisp and sharp, Roth tries to tell too much story. There's too much going on, too many tangential side plots, too many faces and too many non-essential story pieces. Trimming down to stick exclusively with the main mystery—and how Wilsons' past and present color it—would have tightened the film in both focus and length.

As is, the movie feels every second of its 160-minute runtime (and it may feel even longer for some viewers) because of the pacing. The somber tone and steady, unrushed pace help you feel the reality of this profession where you never really win, nothing is cut-and-dry, and there's always another bad guy. However, it also never shifts to another gear. The movie has no real highs and lows—no real build and no real urgency or even much of a climax. Trimmed and focused, this very good movie would have been a classic.

CIA Director Philip Allen (William Hurt) consults with Edward

But still, there are many positives. Damon and Angelina Jolie (who plays Wilson's wife) are exceptional. Jolie isn't given much to do other than to consternate, but she brings life and desperation to this wife who's left alone and unfulfilled while her husband chooses their country over her. Meanwhile, Damon plays the determined and tight-lipped Edward Wilson very straight and serious. This is not the Damon we've seen before—even in his role as the serious and deadly Jason Bourne. This is a man of singular mind—to protect his country without emotion, without regret and with a cold-hearted disposition. And that's exactly who Damon becomes. But one nitpick: Over 30 years, this guy never ages. Hmmm, they made Damon look like a woman, but they couldn't have grayed his temples or something?

Anyway, all the acting is superb. Like The Departed, you could almost fill an entire Oscar supporting actor category with nominees just from The Good Shepherd. In fact, it seems like there are incredibly strong performances by everyone in Hollywood who didn't appear in The Departed—DeNiro, John Turturro, William Hurt, Michael Gambon, Joe Pesci, Timothy Hutton, Billy Crudup—and one guy who did, Alec Baldwin.

There's also a great deal of mind fodder in the provocative themes of this story. Beyond just probing the dangers of a profession where you constantly have to look over your shoulder, The Good Shepherd tackles our need for honest fellowship, the wages of untruthfulness, the weaknesses that plague every person, and the sins of a father being carried by the son.

This film was 10 years in the making for director De Niro, shown here with Damon

The world of The Good Shepherd is one where it's a man's job to locate another's weakness and exploit and manipulate it. Choices meant for good slide down a slippery slope, become perverted and lead to isolation, unhappiness and greater sin and weakness—both for individuals and for nations. It's a world of irony: Men risk all for God and country, but country becomes greater than God—and the means needed to protect your country outweigh that country itself.

Men tell secrets to create safety for their families—but those secrets bring hurt and a lack of any safety. Nothing becomes more understood as information is collected. No one becomes safer. Instead, as a grizzled and embittered veteran spy tells Wilson, "I hope you can find someone you trust. I haven't. It's a lonely job. Get out while you can and save your soul. Everything that seems clear is bent. Everything that is bent is clear."