A wise elder tries to warn Edward Wilson (Matt Damon) to get out of the spy game while he can. While he still has a soul.

	Lee Pace, left, and Matt Damon portray agents in the early CIA in Robert De Niro's "The Good Shepherd." Click photo for larger image.

Edward should have trusted his instincts years earlier, during his 1939 initiation into Yale's secret Skull and Bones society. A young man urinated on the newcomers while they were mud wrestling. Edward stalked out but was talked into returning. "Come back inside. We're brothers for life," he was assured.

Some of those brothers will work for the Office of Strategic Services, the precursor to the Central Intelligence Agency, and they still will be wallowing in the mud, donning masks and harboring secrets.

"The Good Shepherd," directed by Robert De Niro and starring De Niro along with Damon, Angelina Jolie, William Hurt, Alec Baldwin and Michael Gambon, dramatizes the birth of the CIA.

It's a fictionalized version of history but one that is "accurate in almost every incident," Richard C. Holbrook, a career diplomat and former U.S. ambassador to the United Nations, testifies in the movie's press notes.

"The Good Shepherd," intelligently written by Eric Roth ("Munich," "The Insider," "Forrest Gump"), tells the CIA's story through the Damon character. It doesn't use a strict chronological timeline, instead weaving the 1961 Bay of Pigs invasion and its immediate aftermath with snapshots from Edward's life.

		'The Good Shepherd' Starring: Matt Damon, Angelina Jolie. Director: Robert DeNiro. Rating: R for some violence, sexuality and language. Web site: www.thegoodshepherd movie.com/

We watch him move from a poetry-loving Yalie dating a shy, hearing-impaired woman to a man who has a fling with the flirtatious sister (Jolie) of a fellow Bonesman. That causes his life to rumble off the rails and into the intelligence and counterintelligence game in London, Berlin, Washington, D.C., and elsewhere.

When he receives his orders to go overseas a week after his wedding, his wife asks, "What are you going to do, Edward, save the world?" With a sharp sense of duty and moral righteousness, that's exactly what he starts off trying to do.

Again and again, he is cautioned, "No matter what anyone tells you, there will be no one you can really trust." Deception can reside across the border or across the desk.

After surviving World War II, Edward must contend with the Cold War as the Soviets emerge as the new threat. A new U.S. intelligence service is proposed, with Edward again in the thick of things. In the long run, saving the world or thinking you are carries a high personal price, as the CIA sucks the lifeblood out of its pioneers and into the organization.

De Niro, who last directed "A Bronx Tale," became interested in the CIA in the early 1990s. A retired CIA agent and author named Milt Bearden escorted the actor across Europe and Asia and gave him an insider's view of the agency.

In addition to dramatizing the launch of the CIA, "Good Shepherd" is rife with father-son conflicts, questions about obligations, moral codes, privilege and the road not taken. An air of authenticity comes from archival footage or reports about Fidel Castro, President Kennedy and Soviet leader Nikita Krushchev.

"Good Shepherd" is one of the smartest and most topical movies of the holiday season, despite its 1925-61 span. At 2 hours and 40 minutes, it's also one of the longest and most dour. Edward had been described to his future right-hand man as "a serious SOB who didn't have any sense of humor."

The joy goes out of Edward's life early on, which leaves the sober business at hand, including whispered phone calls, secret exchanges, coded conversations, betrayals, threats, torture and sometimes murder.

The nature of Edward's job requires that he not discuss anything with anyone, which means little back-and-forth. That leaves the audience hungry for more exchanges like the very brief one with a casino owner (Joe Pesci) in which the men talk about what ethnic groups hold dear.

"Good Shepherd" requires Damon to keep that trademark smile largely under wraps. He is a man who tries to disappear into normalcy or invisibility and who walks with a resigned slump at one point. Except for one or two outbursts, he must convey his emotions with eyes, hidden behind period eyeglasses.

In addition to Damon, the cast is dotted with excellent actors: Jolie as his wife; De Niro as a general modeled after the real OSS director; Hurt as the CIA director; Baldwin as an FBI agent; Gambon as an English professor; Billy Crudup as a British spy; John Turturro as Edward's right-hand man; Tammy Blanchard from TV's "Life With Judy Garland" as Edward's college girlfriend; and British actor Eddie Redmayne as Edward's adult son.

At a time of year when audiences often look for escapism, "Good Shepherd" feels a little like Hollywood homework. You're very glad you saw it, but you might have had a better time in another class.