Although it is a fictional film loosely based on real events, it is advertised as telling the untold story of the birth of counter-intelligence in the Central Intelligence Agency (CIA). The film's main character, Edward Wilson (portrayed by Damon), is loosely based on James Jesus Angleton and Richard M. Bissell. The film's director, Robert De Niro plays General Bill Sullivan, who is loosely based on William J. Donovan, while William Hurt portrays Philip Allen, loosely based on Allen Dulles.
Eric Roth, the film's screenwriter, began to work on the project after he abandoned his attempt to bring Norman Mailer's Harlot's Ghost to the screen. Like De Niro's film, Mailer's novel is a fictionalized chronicle of the CIA.
The film received mixed reviews.
A photograph and an audio recording on reel-to-reel tape are dropped off anonymously at the home of Edward Wilson (Matt Damon), a senior CIA officer, after the 1961 Bay of Pigs Invasion of Cuba fails due to an undisclosed leak. While riding to work on the bus, Edward is approached by a young boy who asks if Edward has change for a dollar. Upon arriving at work, Edward's assistant checks the serial number of the dollar against a long list of serial numbers assigned to various code names and confirms that Edward has been given a dollar from "Cardinal". The story then flashes back to 1939.
In 1939, Edward is at Yale University and is invited to join Skull and Bones, a secret society. He is compelled to disclose a secret as part of his initiation: he reveals that as a young boy in 1925 he discovered the suicide note left by his father, Thomas (Timothy Hutton), although he says he never read it. After the ceremony, a fraternity brother tells him that Edward's father, an admiral, was to be chosen as Secretary of the Navy, until his loyalties were questioned. Afterwards Edward is recruited by an FBI agent Sam Murach (Alec Baldwin), who claims that Edward's poetry professor, Dr. Fredericks (Michael Gambon), is a Nazi spy, asking Edward to expose his professor's background as well as implying that the Professor is homosexual: Edward's actions result in Dr. Fredericks' forced resignation from the university.
Edward begins an affair with a deaf student named Laura (Tammy Blanchard), but while on Deer Island, Edward meets and is later aggressively seduced by Margaret 'Clover' Russell (Angelina Jolie), his friend's sister. General Bill Sullivan (Robert De Niro) asks Edward to join the OSS, offering him a post in London.
Later while Edward and Laura are at the beach, Clover's brother, John, privately reveals that Clover is pregnant with Edward's child and asks him to "do what is expected." Laura, an able lip-reader, sees and walks away. Edward marries Clover. At the wedding reception Edward accepts an offer of a position in the London OSS office from General Sullivan, requiring him to be in England in one week, leaving his newlywed wife. In London he meets his former professor Dr. Fredericks, who is actually a British intelligence operative who had sought to infiltrate a Nazi organization while at Yale, causing the American authorities to suspect that he was a Nazi spy. Despite this, Fredericks recognized Edward's gifts and recommended that he be trained in counter-espionage in London.
Arch Cummings (Billy Crudup), tells Edward that Fredericks' indiscriminate homosexual relationships pose a security risk; Edward is asked to deal with his mentor, but Fredericks refuses the chivalrous suggestion to protect himself by returning to teaching. He says he will understand if Wilson wants to "tie his shoe" (a signal to watchers that the meeting went badly). Edward delays, prompting Fredericks to kneel down and tie Edward's shoe for him. As their meeting ends, he advises Wilson to "get out while you still can... while you still have a soul", leaves, and is brutally killed, his body being dumped into the Thames.
The time shifts to post-war Berlin, where the Allies and the Soviets, in a race for technological superiority, are trying to recruit as many German scientists as possible. Edward encounters his Soviet counterpart, codenamed "Ulysses", who praises Edward. They plan an exchange of scientists — the Soviets asking for German Nazi and Slavic scientists, while the Americans seek Jewish scientists.
Edward is assisted by an interpreter, Hanna Schiller (Martina Gedeck), who wears what appears to be a hearing aid. After Edward learns from his son during a rare phone call home that Clover is having an affair, he accepts Hanna's invitation to dinner at her home, and sleeps with her. Soon afterwards, Edward realizes that Hanna can hear without the use of her hearing aid, exposing her as a Soviet operative. She is killed and Ulysses is notified by her hearing aid being planted in his teapot.
After six years in London, Edward returns home to a distant Clover, who now prefers to be called Margaret. Edward presents his son with a miniature model ship inside a glass watch-casing. Margaret explains that her brother was killed in the war; she also confesses that she previously had a brief relationship with another man. When she asks if he had any relationships, Edward replies that "it was a mistake." General Sullivan approaches Wilson again to help form a new foreign intelligence organization - the CIA - where Wilson will work with his former colleague, Richard Hayes (Lee Pace), under Phillip Allen (William Hurt). Edward accepts, hiding the details of his position from everyone but Clover/Margaret.
Edward's first assignment deals with coffee in Central America where the Russians are trying to gain influence. Edward spots Ulysses in the background of footage of the country's leader, but doesn't disclose this. Another agent is sent covertly as a representative of the Mayan Coffee Company; Edward warns him not to wear his Yale class ring. Edward arranges for airplanes to fly over and release locusts during a public event where the Russians (including Ulysses) are present in order to intimidate the Central American leader. Edward later receives a can of Mayan Coffee presumably from Ulysses, containing a severed finger, and Yale class ring, evidently of the American agent. Wilson and Margaret go to a Christmas party with their son, who wets himself out of a heightened state of fear resulting from his fragmented awareness that his father is involved in dark secrets. At the party General Sullivan reveals to Edward that Phillip Allen was going to be on the Mayan coffee company's board of directors, prompting Edward to ask Sam Murach to check on Phillip's finances.
A Russian requesting asylum and claiming to be high-ranking KGB man Valentin Mironov, who knows Ulysses, is interviewed by Edward. Edward is fully convinced of his honesty. While attending the theater with Mironov and Cummings, Edward encounters his former sweetheart, Laura. They leave the theater separately, meet at a restaurant and rekindle their old romance. Sometime later, Margaret anonymously receives photos of Laura and Edward getting into a taxi together and kissing. A distraught Margaret confronts him. Edward ends the relationship with Laura by returning her jeweled cross, which he had kept from their college romance days.
Suddenly, a Russian defector appears, claiming that he is the real Valentin Mironov, and that the other man actually is Yuri Modin, a KGB operative working for Ulysses. Edward does not believe him, and agents beat and torture the man, and administer liquid LSD because of its alleged truth serum properties. Despite the combined effects of drugs and torture, the second defector insists that he is the true Mironov. He further ridicules his interrogators for their need to believe in the myth of Soviet power which he calls a "great show" and "painted rust". Realizing that he will never be believed, the defector once more affirms "I am Valentin Grigorievitch Mironov and I am free." before hurling himself through the window to the pavement several stories below. The first man claiming to be Valentin Mironov, who has watched the entire ordeal together with Edward, then offers to take LSD to prove his innocence, but Edward doesn't think it's necessary.
Edward visits his son, Edward Jr., at Yale, where he has also joined the Skull and Bones society and has been approached for recruitment by the CIA. Margaret pleads with Edward to persuade their son not to accept, but Edward Jr. joins anyway, believing it will bring him closer to his loving, but distant, father. This widens the rift between Edward and Margaret. Later Edward Jr. overhears Edward and Hayes discuss the upcoming Bay of Pigs invasion; Wilson suspects that Edward Jr. may have overheard the conversation and warns his son to be silent. Margaret moves to her mother's home in Arizona.
Returning to the recording dropped off at the beginning of the story, analysis of the clues such as the ceiling fan's brand name and the church bells and other sounds heard on the tape, lead CIA specialists to deduce that the photograph may have been taken in Léopoldville, in the Congo. Edward goes there and finds the room. He realises that the photograph and tape are of his son Edward Jr. when he sees the model ship in the glass watch-casing on the nightstand; its blurred image was the one object in the photo that the CIA team was unable to identify. Ulysses is there and plays Edward an unedited version of the tape, revealing Edward Jr. repeating to his lover, a Soviet spy named Miriam, the classified information he overheard his father discussing; thus the Cubans and Soviets learned of the upcoming CIA landing at the Bay of Pigs. Ulysses encourages Edward to spy for the Soviets in exchange for their protecting his son. Edward is non-committal, however; he confronts his son, who says that he is in love with the woman and plans to marry her. His son refuses to believe that she is an intelligence agent.
Edward exposes Valentin as Soviet spy Yuri Modin after finding evidence of his true identity in a book given to him by Arch Cummings, who is thus exposed as a co-conspirator; Cummings flees to the USSR.
After meeting Ulysses in the National Air and Space Museum and refusing to betray his country, Edward explains that as the Soviets have won in Cuba it is not necessary to hurt his son. Ulysses notes of Edward Jr.'s fiancée: "neither of us can be sure about her", and asks Edward, "You want her to be part of your family, don't you?" As they are leaving, Ulysses' aide asks him for change to purchase his daughter a souvenir from the gift shop. Edward asks how much it is, and hands him a one dollar bill, commenting that a cardinal rule of democracy is generosity, thus confirming that the aide is Edward's defector in place.
Edward and Margaret arrive separately in the Congo for Edward Jr.'s wedding. His fiancée Miriam travels on a small plane to the ceremony, but mid-flight is thrown from the plane. When she fails to arrive at the church, Edward informs a worried Edward Jr. that she is dead. Edward denies any responsibility when Edward Jr. asks; but is visibly affected when his son reveals that Miriam was pregnant.
Edward meets with fellow Skull and Bones classmate Hayes (loosely based on Richard Helms) at the new CIA headquarters still under construction. Hayes tells him that Allen is resigning under a cloud of financial improprieties (after receiving copies of his Swiss bank accounts delivered in a chocolate box), and that the President has asked Hayes to be the new director. The President has directed him to do some "housecleaning" and Hayes tells Edward that he needs someone he can trust, saying, "after all, we're still brothers" and that Edward is the "CIA's heart and soul". He then tells Edward he will be the first head of counter-intelligence. Edward notes the Biblical inscription on the new marble wall of the CIA lobby: "And ye shall know the truth, and the truth shall make you free (John 8:32)".
Edward is then shown pulling from his home safe the suicide note that his father, Thomas, had left and in which his father's words, only now read by Edward, reveal that he had betrayed his country. He left loving words for his wife and son, particularly urging the latter to grow up to be a good man, husband and father and to live a life of decency and truth. Realizing he had done none of those things, Edward sadly burns the note.
Edward leaves his old office and moves to his new wing in the CIA.Matt Damon as Edward Wilson, Sr.; based on James Jesus Angleton
Angelina Jolie as Margaret "Clover" Russell Wilson
Robert De Niro as General William "Bill" Sullivan; based on William Donovan
Alec Baldwin as FBI Agent Samuel "Sam" Murach
William Hurt as CIA Director Philip Allen; based on Allen Dulles
Joe Pesci as Joseph Palmi; based partly on Sam Giancana and Santo Trafficante Jr.
John Turturro as Ray Brocco; based on Angleton deputy Raymond Rocca
Billy Crudup as Archibald "Arch" Cummings; based on Kim Philby, and named for E.E. Cummings, a real life confidant of Angleton.
Tammy Blanchard as Laura
Michael Gambon as Dr. Fredericks
Timothy Hutton as Admiral Thomas Wilson
John Sessions as Valentin Mironov #1/Yuri Modin; based on Anatoliy Golitsyn, and on Yuri Modin, the 'legman' KGB operative controlling the 'Cambridge Five'.
Keir Dullea as Senator John Russell, Sr.
Martina Gedeck as Hanna Schiller
Gabriel Macht as John Russell, Jr.
Lee Pace as Deputy Director Richard Hayes; based on Richard Helms
Eddie Redmayne as older Edward Wilson, Jr.
Mark Ivanir as Valentin Mironov #2; based on Yuri Nosenko
Oleg Stefan as Ulysses/Stas Siyanko
Liya Kebede as Miriam.
Cast notesThe Good Shepherd marked Joe Pesci's return to acting after an eight-year absence from the screen following Lethal Weapon 4. After The Good Shepherd, Joe Pesci went on another hiatus from acting for four years.
Eric Roth wrote the screenplay in 1994 for Francis Ford Coppola and Columbia Pictures. Roth read Norman Mailer's Harlot's Ghost and became intrigued with the people who built the CIA. Coppola left the project because he could not relate to the characters due to their lack of emotion (although he retained a credit as co-executive producer). Wayne Wang was set to direct and even conducted some location scouting but management changes at Columbia ended his involvement. The new administration gave Roth a list of directors to choose from and one of them was Philip Kaufman. Kaufman felt that Roth's script, whose original structure was linear, should go back and forth in time to "give it a more contemporary feeling". Kaufman and Roth worked on the project for a year and then the management changed at the studio again. The new studio head had no interest in spy films unless they could get a star like Tom Cruise to appear in the film.
The project languished until John Frankenheimer signed on to make the film with MGM agreeing to purchase the rights. He wanted Robert De Niro to star, having just worked together on Ronin. De Niro had been developing his own spy story about the CIA from the Bay of Pigs Invasion to the fall of the Berlin Wall in 1989 and agreed to appear in the film. During pre-production in 2002, Frankenheimer died. According to producer Jane Rosenthal, this had been Robert De Niro's pet project for nine years, but it proved difficult to produce in a pre-9/11 world and had to compete with his busy schedule as an actor. The actor said in an interview, “I had always been interested in the Cold War. I was raised in the Cold War. All of the intelligence stuff was interesting to me”. De Niro and Roth ended up making a deal: Roth would write up De Niro's idea into a screenplay if the actor would direct his existing script. If The Good Shepherd proved to be a commercial success then their follow-up would be De Niro's pitch.
De Niro took the project to Universal Pictures where producer Graham King agreed to help finance the $110+ million budget. He had a deal with Leonardo DiCaprio, who was interested in playing the film's protagonist Edward Wilson. De Niro planned to film in early 2005 but DiCaprio could not do it then because he was making The Departed for Martin Scorsese. At this point, King left the project, as did his backers. De Niro approached Matt Damon, who was also doing The Departed but would be done earlier than DiCaprio and De Niro would only have to wait six months to do the film with him. Initially, Damon turned De Niro down because he was scheduled to shoot Steven Soderbergh's The Informant!. Soderbergh agreed to delay filming and Damon agreed to star as Wilson. James Robinson's Morgan Creek Productions agreed to help finance the film with a budget under $90 million which meant that many of the principal actors, Damon included, would have to waive their usual salaries to keep costs down.
De Niro was not interested in making a spy movie with flashy violence and exciting car chases. “I just like it when things happen for a reason. So I want to downplay the violence, depict it in a muted way. In those days, it was a gentleman's game”. He and Roth were also interested in showing how absolute power corrupted the leaders of the CIA. Early on, De Niro said in an interview, “they tried to do what they thought was right. And then, as they went on, they became overconfident and started doing things that are not always in our best interests”. In preparation for the film, De Niro watched spy films like The Spy Who Came In From the Cold, The Third Man, and Smiley's People.
He also hired retired CIA agent Milton Bearden to serve as a technical adviser on the film. They had first worked together on Meet the Parents where De Niro played a retired CIA agent. Bearden agreed to take De Niro through Afghanistan to the north-west frontier of Pakistan and into Moscow for a guided tour of intelligence gathering. Damon also spent time with Bearden as well as visiting several of the locations depicted in the film and reading several books on the CIA. Bearden also made sure that the historical aspects were correct but fictionalized to a certain degree.
Principal photography began on August 18, 2005, with shooting taking place in New York City, Washington D.C., London and the Dominican Republic. Three-time Academy Award-nominatedart director Jeannine Oppewall was assigned art director for The Good Shepherd, which would eventually earn Oppewall her fourth Oscar nomination for Best Art Design. She conducted a large amount of research for the film that filled ten to twelve 6-inch-thick (150 mm) three-ring binders. It took her a week to organize the number of set locations due to the large amounts of settings in the script, which included Cuba, Léopoldville, London, Guatemala, Moscow, New York City and New Haven, Connecticut, among other places.
Although the vast majority of the movie was filmed in New York, the only scenes that are actually set in New York were filmed at the Kirby Hill Estate on Long Island. As a result, many sets had to be constructed under Oppewall's direction, including a Skull and Bones headquarters and the Berlin set, which was built on the Brooklyn Navy Yard. The interiors of the CIA were built in the Brooklyn Armory, a large edifice built in 1901 for the United States Cavalry. She also visited the CIA's headquarters in Washington, D.C. and worked with Bearden to create sets for the CIA's offices, Technical Room and Communications Room.
Since the lead character originally aspired to be a poet, Oppewall incorporated many visual poetic symbols into the film, including a large number of mirrors to represent the duplicity of the CIA, full rigged ships as symbols of the state and eagle symbols, which were used in ironic situations such as suspect interrogations. 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.
The music for the film was by Bruce Fowler and Marcelo Zarvos. They replaced James Horner, who left the project due to creative differences.
The violin solo is an extract from Tchaikovsky's Violin Concerto In D though this is misattributed to Marcelo Zarvos on the soundtrack CD.
Edward Wilson, the character played by Matt Damon, is based at least in part on James Jesus Angleton, the long-serving director of the CIA's Counterintelligence Staff who also fell victim to intense paranoia during his career, and covert operations specialist Richard Bissell. Bill Sullivan, the character played by Robert De Niro, is based on William Stephenson and William Joseph Donovan. William Hurt's character Phillip Allen is likely based on former CIA Director Allen Dulles, while Lee Pace's character Richard Hayes shares some similarities, including a similar name, to Dulles' eventual successor Richard Helms.
High-ranking British operative turned Soviet mole, Arch Cummings, bears some similarities to Kim Philby (who fled to the USSR after being exposed). The character Yuri Modin shares similar characteristics to Soviet defector Anatoliy Golitsyn; the real Yuri Modin was a KGB officer who was the controller of the Cambridge Five spies in the UK.
Members of the CIA's History Staff criticized the historical atmosphere depicted by the film. In May, 2007, the Center for the Study of Intelligence (Center for the Study of Intelligence), a history group of the CIA, held a round-table with a number of on-staff historians to discuss the film. The discussion was publicly released as an article; it covered the film's depiction of the OSS and CIA, the accuracy of the film's depiction of both the events and atmosphere of the period, and discussed factual details surrounding the actual persons on whom some of the film's characters were based. According to the article, the film was meticulous in getting small details (especially artifacts) correct, but the overall depiction of the atmosphere and motivations of the time was flawed. Nicholas Dujmovic said:
A film can take a strictly documentary approach .. If that's the standard, then anyone with historical sense is going to dislike the liberties The Good Shepherd takes. If one approaches the film as a work of art, one must still ask if there is truth in the story-telling. Does it convey the sense of the time: the atmosphere, the motivations, the tone, and the challenges? I think we all agree that the film fails that test as well. It fails because it inserts themes we know from our studies of the period were not there: the overarching economic interest, the WASP mafia dominance, the cynicism, the dark perspective. In reality, the stakes were high during the Cold War; the Soviets were seen to be on the march and very dangerous. It was serious business, and there were many personal costs. And yet, most CIA people were enjoying their work at the same time, as any number of oral history interviews and memoirs will attest.
The article also describes the depiction of Yale's famous secret society Skull and Bones as being an incubator of the U.S. Intelligence Community as inaccurate.
The film depicts the Bay of Pigs Invasion failure as the result of a leak within the CIA. James K. Galbraith wrote that the Taylor Report on the invasion confirmed the existence of a leak:
One of the great travesties of the Cold War surfaced on April 29, 2000 when the Washington Post reported the declassification in full of General Maxwell Taylor's June, 1961 special report on the Bay of Pigs invasion. Partial versions of this document have been available for decades. But only now did its darkest secret spill. Here is what Taylor reported to Kennedy. The Russians knew the date of the invasion (Therefore, Castro also knew.) The CIA, headed by Allen Dulles, knew that the Russians knew (Therefore, they knew the invasion would fail). The leak did not come from the invasion force; it had happened before the Cuban exiles were themselves briefed on the date. Kennedy was not informed. Nor, of course, were the exiles. And knowing all this, Dulles ordered the operation forward.
One of the panel of CIA historians who discussed the movie in a round table strongly disagreed that the leak was crucial, saying:
Even if the operation had initially succeeded, the idea that this paramilitary battalion would have melted into the jungles and mountains to spawn a general uprising against Castro is fatuous. CIA's own analysts judged that Castro's popular support was strong and that he controlled the army and the security services. Even if the group had secured the beachhead, its members eventually would have been hunted down. The supposed leak had nothing to do with historical reality.
The Good Shepherd was released on December 22, 2006 in 2,215 theaters, grossing $9.9 million on its opening weekend. It went on to make $59.9 million in North America and $39.5 million in the rest of the world for a worldwide total of $99.4 million.
The film received mixed reviews. In her review for The New York Times, Manohla Dargis wrote, "The Good Shepherd is an original 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", but praised 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". Kenneth Turan, in his review for the Los Angeles Times, 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 gave Damon a positive notice in his review: "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". Entertainment Weekly gave the film a "B" rating and Lisa Schwarzbaum praised De Niro's direction and Damon's performance, noting the latter's maturation as an actor.
Newsweek magazine's David Ansen wrote, "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". However, Peter Travers of Rolling Stone magazine opined, "It's tough to slog through a movie that has no pulse". In his review for the Chicago Sun-Times, Jim Emerson wrote, "If you think George Tenet's Central Intelligence Agency was a disaster, wait until you see Robert De Niro's torpid, ineffectual movie about the history of the agency". Peter Bradshaw in The Guardian 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".
Review aggregation website Rotten Tomatoes judged that 89 out of the 166 reviews they collected were positive, for a score of 54%. Metacritic gave the film has a score of 61/100 based on 33 reviews, indicating "Generally favorable reviews".
In 2007, the cast of The Good Shepherd won the Silver Bear of the Berlin International Film Festival for outstanding artistic contribution. It was the only American entry in 2007 to win a prize at the festival.
It was also nominated at the 79th Academy Awards in the category of Best Art Direction (Jeannine Oppewall, Gretchen Rau and Leslie E. Rollins).
De Niro said he would like to make two sequels to The Good Shepherd, one bringing the action forward from 1961 to 1989 and the fall of the Berlin Wall, the other following its protagonist, Edward Wilson, up to the present day.
In September 2012, it was announced that Showtime is developing the sequel as a television series, with Eric Roth as executive producer/writer and Robert De Niro directing the pilot.