# The Good Shepherd (film)

The Good Shepherd is a 2006 American spy film produced and directed by Robert De Niro, and starring Matt Damon, Angelina Jolie, and De Niro, with an extensive supporting cast. It is a work of fiction, whose narrative is (very loosely) based on events in the life of James Jesus Angleton. Its advertising suggests it as capturing the tone of the birth of modern American counterintelligence, and of the Central Intelligence Agency (CIA).
Edward Wilson (played by Damon), a senior CIA officer, discovers a mole in his department, following the disastrous Bay of Pigs invasion of 1961. The film delves into Wilson's complex life, starting from his college years at Yale in 1939, his initiation into the Skull and Bones fraternity, and his recruitment into intelligence work (during World War II). His personal life is marked by a strained marriage to Margaret "Clover" Russell (played by Jolie), and by a series of affairs, that underscore the sacrifices, and moral compromises, invited by espionage work. The narrative unfolds through a mix of sequential events and flashbacks, exploring the origins of the CIA, the Wilson character's involvement in key historical events, and the personal tolls typical in careers dedicated to (secret) intelligence. The film features an ensemble cast (whose core begins with Alec Baldwin, William Hurt, Joe Pesci, and John Turturro). "The Good Shepherd" is a fictionalized account of the early days of the CIA, blending historical facts with dramatic elements, to suggest the complexity of intelligence work, and its impact on agents and their intimates.
The film was released on December 22, 2006, to mixed reviews. It grossed $100 million against an estimated $80 million production budget.

## Plot

In 1961, the Bay of Pigs invasion ends disastrously. Senior CIA officer Edward Wilson is warned there are suspicions of a "mole" in his department. Returning home, he finds a photograph of a man and woman in bed, and audio tapes that have been tampered with, leaving certain details unclear.
In a flashback to 1939, Wilson is attending Yale University, and is invited to join the Skull and Bones secret society. During his initiation, he reveals that he discovered but never read the suicide note left by his father Thomas. He was an admiral who had been pegged to serve as Secretary of the Navy until his loyalties were questioned.
FBI agent Sam Murach recruits Wilson to investigate his poetry professor Frederick's ties as a Nazi sympathizer. Once exposed, Frederick resigns. Wilson begins dating Laura, a fellow Yale student who is deaf. After an announcement that World War II has begun in Europe, Laura asks Edward to sleep with her, but stops at the last moment.
In 1940, Wilson attends a party and meets Margaret “Clover” Russell, sister of fellow Bonesman John. He is also introduced to General Bill Sullivan, who tells him the US will soon be compelled to enter the war and offers Edward a job in foreign intelligence. Clover, whose father is a Senator and head of the isolationist America First Committee, is attracted to Edward and he eventually succumbs to Clover's aggressive advances.
While on a date with Laura at the beach, Edward is approached by John, who tells him Clover is pregnant and implies that Edward is obligated to marry her. Laura, reading their lips, walks away. On Edward and Clover's wedding day, he is presented with orders to leave for London.
In London, Edward is reunited with Dr. Fredericks, in reality a British intelligence operative who had recommended Edward for counter-espionage training. Special Operations Executive officer Arch Cummings informs Edward that Fredericks' indiscreet homosexual liaisons pose a security risk, as they make him susceptible to blackmail. Fredericks refuses an offer to retire quietly and is assassinated as a result.
In post-war Berlin, Edward collaborates with Soviet counterpart "Ulysses" in the exchange of captured scientists. During a call home, his son Edward Jr. inadvertently reveals that Clover is having an affair. Edward impulsively sleeps with his office's interpreter Hanna Schiller, but discovers she is a Soviet operative. This results in her murder.
In 1946, Edward returns home and to Washington, DC to a distant Clover, who has resumed use of her birth name Margaret. The two each admit to having had affairs. She says that her brother John was killed in the war. Edward is again approached by General Sullivan, this time to help create the CIA with colleague Richard Hayes, with Phillip Allen as director.
While Edward feels genuine affection for his son, Margaret grows increasingly disenchanted as he continually prioritizes work over family.
Valentin Mironov, a high-ranking KGB defector, presents information about "Ulysses" and warns Edward that he expects other men claiming to be him to seek asylum. While attending a play with Mironov, Edward encounters Laura after many years. They begin an affair, but end it after Margaret receives compromising photographs of them and publicly berates Edward. Another Soviet defector claims to be the real Mironov, accusing the first defector of being a double-agent named Yuri Modin. Beaten, waterboarded, and administered liquid LSD, he ridicules his interrogators before hurling himself out a window. The first Mironov offers to take LSD to prove his innocence, but Edward declines.
Edward Jr. follows his father's footsteps in attending Yale and joining Skull and Bones. To the senior Edward's surprise, his son expresses interest in working for the CIA. During an argument about this with Margaret, Edward admits that he never loved her and married her only because she was pregnant. Margaret begs him to protect their son, which he promises to do.
US relations with Cuba worsen as communist Fidel Castro comes to power. During another party, Edward Jr. overhears his father, Hayes, and Allen discussing the upcoming Bay of Pigs invasion. Edward realizes his son has heard and reminds him of the extreme importance to remain silent. Margaret tells Edward she is leaving him.
In 1961, the CIA conducts deep analysis of the tape recording that Wilson received after the failure of the Bay of Pigs invasion; analysts suspect the photograph he also received was taken in Léopoldville, Congo. Traveling there to investigate, Edward learns that his son is renting an apartment and realizes he is the man speaking on the tape. "Ulysses" appears and plays an edited recording in which Edward Jr. reveals the Cuban operation to his lover Miriam. “Ulysses” intentionally keeps the fact that she is pregnant hidden. After she is identified as a Soviet operative, "Ulysses" offers to protect Edward Jr. if the father Edward will become a double agent. Edward confronts his son, who refuses to believe Miriam is a spy and reveals he has asked her to marry him.
Edward discovers evidence that Mironov is a double agent, and Arch Cummings his co-conspirator. Cummings flees to Moscow, while "Mironov" is arrested by the FBI and deported to the Soviet Union, to almost certain death. Edward meets with "Ulysses" a final time and declines his offer. However, he implicitly agrees that Miriam, although she genuinely loves Edward Jr., is a threat to both sides. En route to her wedding aboard a private plane, Miriam is assassinated by being thrown to her death by the crew, who are in fact CIA agents operating on Edward's orders. Edward informs his son of Miriam's death but denies any responsibility. Edward is shaken to learn that Miriam was pregnant.
Edward meets Hayes at the new CIA headquarters, where he notes the Biblical inscription in the lobby: "And ye shall know the truth, and the truth shall make you free (John 8:32)." Philip Allen, whom Murach discovered has been embezzling money for years, is resigning in disgrace. The President has named Hayes as the new Director. Hayes appoints Edward to be the agency's inaugural head of counter-intelligence operations. Edward and Hayes contemplate the fact that agents drop the article "the" when referring to the CIA, likening it to the manner in which Abrahamic religions refer to God.
Wilson decides finally to read the suicide note of his father. He admitted to being a traitor, begged his family's forgiveness, and urged his son to live with decency and truth. Wilson burns the note and prepares to move into his offices in the new counter-intelligence wing.

## Cast

* Matt Damon as Edward Wilson Sr. He is the film's main character. He is based on aspects of James Jesus Angleton and covert operations specialist Richard Bissell. His false identity in Britain was "Mr. Carlson".
* Angelina Jolie as Margaret "Clover".
* Robert De Niro as General Bill Sullivan, based on William J. Donovan.
* Alec Baldwin as FBI Agent Sam Murach.
* William Hurt as CIA Director Philip Allen, likely based on Allen Dulles.
* Joe Pesci as Joseph Palmi, based partly on Sam Giancana and Santo Trafficante Jr. The Good Shepherd marked Joe Pesci's return to acting after eight years.
* John Turturro as Ray Brocco, based on Angleton deputy Raymond Rocca.
* Billy Crudup as Archibald "Arch" Cummings, based on British agent Kim Philby. The character was named for poet E.E. Cummings, who was in fact a confidant of Angleton.
* Tammy Blanchard as Laura.
* Michael Gambon as Dr. Fredericks.
* Timothy Hutton as Admiral Thomas Wilson, based on James Forrestal.
* 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.
* Tommy Nelson as Edward Jr. - Age 6-7
* Mark Ivanir as Valentin Mironov #2, based on Yuri Nosenko.
* Oleg Stefan as Stas Siyanko / Ulysses.
* Liya Kebede as Miriam.

## Production
### Development

Robert De Niro directed the film, and produced it in conjunction with James G. Robinson and Jane Rosenthal. Eric Roth originally wrote the screenplay in 1994 for Francis Ford Coppola, and Columbia Pictures. After reading Norman Mailer's Harlot's Ghost, Roth became intrigued by the relations among the people who created the CIA. Coppola ultimately departed from the project, citing his inability to relate to the main characters due to their lack of emotion, but is credited as co-executive producer. Following Coppola's departure, Wayne Wang was tapped to direct, and was in the midst of Pre-Production location scouting when personnel changes in Columbia's production department ended his involvement.
Columbia's new production team opted to give Roth a list of directors to choose from, which included Philip Kaufman. Kaufman and Roth worked together on the project for a year, overhauling the story's narrative structure, and changing it from linear to its final non-linear approach, in which the film moved backward and forward in time. Kaufman believed this change would "give it a more contemporary feeling," and helped provide a more cohesive narrative context. He also thought it provided subtext for the characters' motivations. But, neither this partnership nor the project as conceived survived another dramatic shake-up at the studio. The new studio head halted production as he did not want to make a spy film outside the action genre.
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, as they had just worked well together on Ronin. De Niro had been developing his own spy story about the CIA from the time after 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, the film had been De Niro's pet project for nine years, but it proved difficult to produce prior to 9/11 and had to compete with the actor's busy schedule in films. The actor said in a 2006 interview just before the film was released, "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 had made a deal: if the actor would direct Roth's existing script, Roth would develop De Niro's concept as a screenplay. If The Good Shepherd was commercially successful, their follow-up would be De Niro's 1960s to 1989 pitch.
De Niro took the project to Universal Pictures, where producer Graham King agreed to help finance the $110 million budget. Initially they had a deal with Leonardo DiCaprio, who was interested in playing the film's protagonist, Edward Wilson. De Niro planned to begin production in early 2005, but DiCaprio had to back out due to his scheduling conflict filming The Departed for Martin Scorsese. At this point, King and his backers left the project.
De Niro approached Matt Damon, who was also appearing in The Departed but would be done earlier than DiCaprio. De Niro would have to wait only six months to do the film with him. Initially, Damon had to turn down De Niro's offer because he was scheduled to shoot Steven Soderbergh's The Informant!. But, after Soderbergh agreed to a delay, Damon could sign on to star as Edward Wilson. James Robinson's Morgan Creek Productions agreed to help finance the film with a budget under $90 million. 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 an action spy movie. "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 both interested in showing how having absolute power corrupted the leaders of the CIA. Early in production, 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 such spy films as The Spy Who Came In From the Cold and The Third Man, and the Smiley's People miniseries. He also hired retired CIA officer Milton Bearden to serve as a technical adviser on the film. They had first worked together on Meet the Parents, in which De Niro played a retired CIA officer.
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, visited several of the locations depicted in the film, and read several books on the CIA. Bearden ensured that the historical aspects were correct even as they were hidden by a fictional approach.

### Filming

Principal photography began on August 18, 2005, with shooting taking place in New York City, Washington, D.C., London, and the Dominican Republic. Jeannine Oppewall, who had already been nominated for three Academy Awards for her work, was assigned as art director for The Good Shepherd. She earned a fourth Oscar nomination for Best Art Design on this film.
She conducted such extensive research for the film that her notes 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 numerous 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 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 at the Brooklyn Navy Yard. The interiors of the CIA were built in the Brooklyn Armory, a large building constructed in 1901 for the United States Cavalry. She visited the CIA headquarters in Washington, D.C., and worked with Bearden to create sets to portray CIA offices, and its Technical and Communications rooms.
Since the lead character Edward Wilson originally aspired to be a poet, Oppewall incorporated many visually poetic symbols into the sets of the film, including numerous mirrors to represent the duplicity of the CIA, full-rigged ships as symbols of state, and eagles, used ironically in complex situations such as suspect interrogations. Her team tracked down furnishings for sets, and found authentic Teletype machines, reel-to-reel tape recorders, and radios used in the CIA during that time.

### Music

The music for the film was largely composed by Bruce Fowler and Marcelo Zarvos. They replaced James Horner, who left the project due to creative differences.
The violin solo is an excerpt from Tchaikovsky's Violin Concerto In D. The soundtrack CD mistakenly attributes this solo to Marcelo Zarvos.

## Release and reception
### Box office

The Good Shepherd was released on December 22, 2006, in 2,215 theaters, grossing $9.9 million on its opening weekend. Ultimately it grossed $100,266,865 worldwide.

### Critical response

On review aggregation website Rotten Tomatoes, the film holds an approval rating of 55% based on 171 reviews, with an average rating of 6.14/10. The site's critics consensus states: "Though ambitious and confidently directed by Robert De Niro, The Good Shepherd is ultimately a tedious drama that holds few surprises and succumbs to self-seriousness." At Metacritic the film has a weighted average score of 61 out of 100, based on 33 critics, indicating "generally favorable reviews". Audiences polled by CinemaScore gave the film an average grade of "B−" on an A+ to F scale.
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". She 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 positive notice: "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 observed that, "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".

### Historical accuracy debate

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 related to 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 same article also describes the depiction of Yale's notable 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 in 2000 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.

### Accolades

In 2007, the cast of The Good Shepherd won the Silver Bear for Outstanding Artistic Contribution at the Berlin International Film Festival. 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).

## Possible sequel

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, and the other following its protagonist, Edward Wilson, to the present day. In October 2020, De Niro said that he worked with Eric Roth on a sequel, but that it "never happened." However, "if someone gave me the money to make a sequel," he would.
In September 2012, it was announced that Showtime was developing the sequel as a television series, with Roth as executive producer and writer and De Niro directing the pilot. As of 2024, no further updates on the series were revealed.