Anti-CIA movies tend to follow a fairly predictable pattern. The film makers usually take pains to avoid showing any of America’s real world enemies, because to do so might imply that the CIA, by spying on those enemies, serves a legitimate and important function. So the trick, for most of these movies, is to avoid showing any sort of outside enemy, and have the adversary be someone inside the Agency, or inside the American government. A rogue CIA agent, or faction, makes a much better, and safer, villain for this purpose than a foreign spy ring or terrorist group.

The Good Shepherd, an ambitious (And very long) anti-CIA movie directed by Robert DeNiro, takes a different, and more subtle tack. The movie purports to tell the story of the founding of the Agency , as seen through the eyes of a fictional operative named Edward Wilson (Matt Damon). Since the CIA was formed for the purpose of combating a real adversary in the very real Cold War, DeNiro can’t completely avoid showing the enemy. (Although he gives it a good try) Instead, he focuses on showing the corrupting effects of secrecy on his main character, over a period of twenty years.

Edward Wilson (Matt Damon) is recruited by the FBI while still a student a Yale in 1939 to spy on a pro-Nazi professor. He is also inducted into the Skull and Bones society, where he meets other young men from wealthy and prominent families, many of whom will later become his CIA colleagues. He also meets a young socialite named Clover. (Angelina Jolie) An affair leads to an unplanned pregnancy and a loveless marriage. When the war in Europe breaks out, Wilson is approached by a General (Robert DeNiro) who is forming a foreign intelligence service, and needs the “right sort” of men. “No Jews or Negroes”, DeNiro explains, “And as few Catholics as possible. And that’s only because I’m Catholic.”

The character of Wilson is loosely based James Angleton, who served as the CIA’s counterintelligence chief for over two decades. Most of the characters in the movie are based on real people, including DeNiro’s, who is obviously based on General William Donovan, who founded and ran the OSS in World War II. But DeNiro isn’t making a docudrama. The names have all been changed, not to protect the innocent, but because the facts have been changed as well.

Wilson is posted to England where he learns the nuts and bolts of intelligence work from the British. It’s a hard apprenticeship, with Wilson learning early on about the possibility of betrayal. His return home after the war provides the movie’s most poignant moment, with Wilson meeting the son he has never seen, and finding that his wife is now a virtual stranger to him.

But for Wilson, the peace is short lived. The Cold War soon begins, and DeNiro returns to offer him a position in the newly formed CIA. But the old General is ambivalent about the Agency’s mission , and worries that the CIA will become “Not just the nation’s eyes and ears, but its heart and soul.”

The Good Shepherd dramatizes a number of real life events, but repeatedly changes or omits facts in order to show America and the CIA in the worst possible light. One instance involves the harsh interrogation and torture of a Soviet defector obviously based on Yuri Nosenko. DeNiro’s version of the tale omits the fact that Nosenko was treated badly because he was caught repeatedly lying to his CIA handlers, raising suspicions that he was a Soviet plant. (Which may not excuse, but at least explains.) After the Bay of Pigs invasion, DeNiro has the CIA director (William Hurt) stepping down because of hidden Swiss bank accounts. In fact, President Kennedy fired Director Allen Dulles over the failure of the Bay of Pigs invasion , not for financial sleaze. Wilson is assured by a defector that Soviet power is an illusion, that the Soviet Union is a “Bloated, rotted cow.” The Cold War, according to DeNiro, was a sham foisted on an unwitting public.

Perhaps the most outrageous distortion in the movie is a brief subplot that has Wilson helping British intelligence threaten and eventually kill a loyal, highly capable senior officer simply because he is homosexual, and the British fear he may be compromised. This never happened. Showing American intelligence officers involved in the persecution and murder of homosexuals is politically correct. Showing British intelligence being betrayed by homosexual traitors such as Guy Burgess and Anthony Blunt would not have been. Spotting the smears and distortions in The Good Shepherd could make a fairly entertaining drinking game.

Among the many secrets Wilson keeps are his own emotions, even to the detriment of his family life. Damon plays him as essentially a cipher, with a poker face behind spectacles betraying nothing. When Wilson is recruited into the CIA, DeNiro warns him that “You won’t be able to trust anybody”, and so it proves. By the end of the movie, Wilson has been betrayed by literally everyone. He has also been outwitted more than once by a shadowy Soviet operative code named Ulysses. Indeed, Wilson’s fellow Skull and Bones members seem especially ill suited for their covert CIA jobs. DeNiro depicts many of the Agency’s founders as a bunch of overprivileged, overconfident frat boys out of their depth.

The Good Shepherd plays like a cross between the Godfather movies and an Oliver Stone conspiracy flick. At nearly two hours and fifty minutes, it’s hard to sit through. It’s never boring, just very long and often mendacious. Near the end of the movie, Wilson visits the CIA’s new headquarters building being constructed at Langley. When he sees on the wall the famous inscription “You shall know the truth, and the truth shall make you free”, he asks “Whose idea was that?”. The scene is meant to be ironic. Anyone wanting the truth about the men who founded the CIA, and the Agency’s early years, will not get it from this movie.