The Good Shepherd **

Rated R for some violence, sexuality and language; starring Matt Damon, Angelina Jolie; directed by Robert De Niro; playing at ShowPlace 8 in Carbondale and Illinois Centre 8 in Marion.

It's a rare occasion when you emerge from a sprawling three-hour movie thinking about how much they left out. "The Good Shepherd" covers the early days of the CIA, from its pre-World War II origins to the abortive Bay of Pigs invasion. When you consider the coups, assassinations and cloak-and-dagger skullduggery that occurred in those two decades, it's hard to understand why the film contains so little excitement.

Matt Damon stars as Edward Wilson, a Yale student who meets the bluebloods who will become America's leaders, and its spymasters, in the Skull and Bones society. Wilson has the makings of a secret agent even as an undergraduate. He's from good stock, he's deadly serious, he's hard to read, and he can keep his mouth shut.

At college the inscrutable Wilson is tapped by an FBI agent (Alec Baldwin) to spy on his English professor (Michael Gambon), a kindly intellectual with numerous pro-German connections. The teacher is promptly sacked and wounded by this betrayal, but Wilson has no qualms. A spook is born. He is posted to London to learn spycraft, to Berlin where he meets his Soviet opposite number, and back to Washington to direct counterintelligence operations.

Robert De Niro, who directs and plays a small part in the film, uses Wilson as a lens through which to view more than 20 years of the spy agency's history. This is a fatally bad idea. Wilson is never on the front lines, and there's not much thrill in watching a deskbound bureaucrat frown at files, even if they are stamped TOP SECRET.

Damon's tight-lipped portrayal of Wilson doesn't help matters, though it's easy to see why De Niro wanted his star to stay clamped down. The film begins with the Cuban invasion fiasco, then opens out into a hunt for the insider who leaked the plans to Castro. Wilson is a suspect like everyone else, and De Niro wants to keep us guessing about his protagonist.

Damon, whose body temperature looks to be about 50 degrees, exhibits so little verve it's hard to believe a senator's daughter would flip for him, especially when Angelina Jolie is cast in the part. Like the look of the handsomely mounted film itself, Wilson is attractive but cold, clinical and hollow. The fate of his fraying marriage and the toll his secret life exacts on his wife is a large part of the film's tension, yet it's an implausible union from the very beginning.

Believable relationships among interesting characters are the lifeblood of a drama, and despite a superb cast (including William Hurt, John Turturro, Joe Pesci) the interactions are sterile. Even the best actors can't do much with characters who trust no one and disclose nothing.

Nor do the intelligence schemes draw us in. The hunt for the Bay of Pigs mole is only semi-suspenseful, as is the low-tech forensics probe into the origins of a bedroom blackmail photo anonymously delivered to Wilson. The film's pulse quickens briefly when an important Russian defector's identity is challenged by another Soviet who claims to be the same man - the newcomer is subjected to a horrifying interrogation - but nothing much comes of it. Like the film as a whole, it promises to be gravely significant but evaporates like invisible ink.