Glengarry Glen Ross

One of the dangers in adapting a stage play into a film is that you won’t be able to break out of the theatricality inherent with so many plays. Fortunately, film director James Foley seemed to be acutely aware of this when he decided to take on Glengarry Glen Ross (1992), an adaptation of David Mamet’s Pulitzer Prize-winning play of the same name with the screenplay written by the man himself. Right from the start, Foley keeps things visually interesting by bathing the film in Giallo-esque lighting that would make Dario Argento proud. Cinematographer Juan Ruiz Anchia photographs two salesmen talking in adjoining telephone booths, bathing them in white and blue light respectively with contrasting red in the background. Not only are these colors of the American flag and thereby making a subtle allusion to the notion that this story is a damning indictment of Capitalism, one of the principles that made the United States what it is today. The two men bitch and gripe to each other about the potential clients they have to cold call and then turn on the charm once they get them on the phone. Welcome to Mamet’s cutthroat world of real estate sales populated by desperate, often cruel men that are driven to make as much money as they can, consequences be damned.


One night, an office of down-on-their-luck salesmen are given the pep talk from hell by a ruthless man named Blake (Alec Baldwin), an executive sent by their bosses Mitch and Murray, on a “mission of mercy” as he sarcastically puts it. He starts off by telling them that they’re all fired. They have a week to get their jobs back by selling as much property as they can. He gives them an additional incentive: first prize is a new Cadillac El Dorado, second prize is a set of steak knives and third prize is, as he puts it, “you’re fired.” If the salesmen do well they will get the new Glengarry leads and the promise of better clients and good money.

Blake delivers an absolutely punishing speech as he belittles them (“You call yourself a salesman, you son of a bitch?”), is downright insulting (“You can’t close shit, you are shit! Hit the bricks, pal and beat it because you are going out!”), and demoralizing by even questioning their manhood. He throws in all sorts of “encouraging” words, like “Get them to sign on the line which is dotted,” and “Always be closing.” Alec Baldwin delivers a blistering performance as Blake. His character was not in the original stage play, Mamet wrote him specifically for the film. In his brief amount of screen time, Baldwin dominates the screen against the likes of Ed Harris and Jack Lemmon as he delivers a devastating monologue with ferocious intensity. At one point, Dave Moss (Ed Harris) asks him, “What's your name?” to which Blake replies, “Fuck you! That's my name. You know why, mister? 'Cause you drove a Hyundai to get here tonight. I drove an $80,000 BMW. That's my name.” Blake is an icy motivational speaker that only motivates the salesmen out of fear of being unemployed, making this scene eerily relevant to our times as that is also the prime motivator for most people trying to hold down a job in our current economic climate.

If there was ever a film that deserved an Academy Award for best ensemble cast then this is it. Glengarry Glen Ross features a dream collection of acting heavyweights: Jack Lemmon, Al Pacino, Kevin Spacey, Ed Harris, and Alan Arkin. Pacino plays the slickest salesman of the bunch – Ricky Roma, a smooth-talking, well-dressed bullshit artist of the highest order. This is evident in the scenes where Roma spins an incredibly long and convoluted story, seducing a mild-mannered middle-aged man named James Lingk (Jonathan Pryce). It’s a marvel of acting as we watch Pacino do a spectacular verbal tap dance around the actual pitch until the last possible moment when he’s got the guy’s complete and utter confidence – even then he presents the land he’s pushing as an opportunity as opposed to a purchase, preying on Lingk’s insecurity. It’s a brilliant bit of acting as Pacino commands the scene with his mesmerizing presence. Jonathan Pryce is also excellent as he portrays a weak-willed man susceptible to Roma’s polished charms.

Harris plays Moss as an angry man pissed off at the lousy leads (i.e. clients) and is plotting to defect to a rival, Jerry Graff. George Aaronow (Alan Arkin) is a nervous guy unable to close a sit (pitching a client in person) and seems keen on Moss’ plan to steal the new Glengarry leads and sell them to the competition. John Williamson (Kevin Spacey) is the office manager, a pencil pusher that shows little remorse in what happens to his staff. He’s a smug son-of-a-bitch who takes a particular interest in Shelley "The Machine" Levene’s (Jack Lemmon) plight. Levene is an older salesman trying to make enough money to pay off mounting medical bills for his sick daughter, which colors everything he does.

Levene is a pathetic character desperate to keep his job and still capable of a slick sales pitch (in a nice touch, he often refers to an imaginary secretary named Grace while calling a potential client on the phone), it’s just his judgment that’s off as he finds out with devastating consequences later on in the film. Jack Lemmon somehow manages to make him sympathetic. We see both sides of Levene in a scene where he tries to sell property to a man (Bruce Altman) in his home. The man is not interested and despite Levene's desperate attempts, asks him to leave. It is an increasingly uncomfortable scene that is hard to watch as the man finally and firmly rebuffs Levene. Your heart really goes out to Lemmon's character as he dejectedly walks back out into the pouring rain, looking very much like a drowned rat. It is to Lemmon’s incredible skill as an actor that he makes you care about such a pitiful man

Director Foley successfully transfers Mamet's play to the big screen by creating atmospheric visuals. There is a somber mood that permeates almost every scene. The first half of the film takes place at night during an oppressive rainstorm. Anchia's rich, textured cinematography is the key ingredient in giving Mamet's play a cinematic look. He relied on low lighting and shadows with blues, greens and reds for the first part of the film. The second part adhered to a monochromatic blue-grey color scheme. All the locations are given their own distinctive color scheme, in particular, the hellish red/navy blue of the Chinese restaurant that the salesmen frequent. The overall atmosphere is dark, like that of a film noir.

And then there is Mamet's trademark hard-boiled dialogue or “Mamet speak” as it is known. It has a sharp, staccato quality to it that cuts right to the point with characters often interrupting each other or their dialogue overlapping as evident in the scene where Moss tells Aaronow of his plans to rob their office. One thing that is evident in Glengarry Glen Ross is just how good Mamet is at writing amusing dialogue. For example, at one point, Williamson asks where Roma is to which Moss replies, “Well, I'm not a leash so I don't know, do I?” Mamet’s characters talk like they are thinking about what they are going to say next as they are saying it — much like in real life.

David Mamet’s play was first performed in 1983 at the National Theater of London and won the Pulitzer Prize in 1984. That same year it made its United States debut in the playwright’s hometown of Chicago before moving to Broadway. Shortly thereafter, producer Jerry Tokofsky (Dreamscape) read the play on a trip to New York City in 1985 at the suggestion of director Irvin Kershner who wanted to make it into a film. Tokofsky then saw it on Broadway and contacted Mamet. The playwright wanted $500,000 for the film rights and another $500,000 to write the screenplay to which the producer agreed. Washington, D.C.-based B-movie producer Stanley R. Zupnik was looking for A-list material and co-produced two previous Tokofsky films. Zupnik had seen Glengarry Glen Ross on Broadway and found the plot confusing. He also knew of its reputation in Hollywood as being a commercially difficult project but figured that he and Tokofsky could cut a deal with a cable company.

During this time, Al Pacino and Alec Baldwin became interested in Glengarry Glen Ross but without any concrete financing both Kershner and the actors dropped out for various reasons. Pacino had originally wanted to do the play on Broadway but was doing another Mamet production, American Buffalo, in London at the time. Director James Foley read the script in early 1991 and was hired to direct only to leave the project soon afterwards. By March 1991, Tokofsky contacted Baldwin and practically begged him to reconsider doing the film. The producer remembers, “Alec said: ‘I’ve read 25 scripts and nothing is as good as this. O.K. If you make it, I’ll do it.’” This prompted Foley and Pacino to get back on board with Jack Lemmon agreeing to do it as well. Foley and Pacino arranged an informal reading with Lemmon in Los Angeles. From this point, Foley and Pacino had subsequent readings with several other actors. Lemmon remembers, “Some of the best damn actors you’re ever going to see came in and read and I’m talking about names.” Alan Arkin originally wasn’t interested in doing the film because he didn’t like the character he was asked to portray but fortunately his wife, manager and agent pushed him to do it. Tokofsky’s lawyer called a meeting at the Creative Artists’ Agency, who represented many of the actors involved, and asked for their help. CAA showed little interest but two of their clients – Ed Harris and Kevin Spacey – soon joined the cast.

Due to the uncompromising subject matter and abrasive language, no major studio wanted to finance Glengarry Glen Ross even with actors like Pacino and Lemmon attached. Financing ended up coming from cable and video companies, a German television station, an Australian movie theater chain, several banks, and, finally, New Line Cinema over the course of four years. Because of the film’s modest budget of $12.5 million, many of the actors took significant pay cuts do it. For example, Pacino cut his per-movie price from $6 million to $1.5 million. This didn’t stop other actors, like Robert De Niro, Bruce Willis, Joe Mantegna, and Richard Gere from expressing an interest in the film.

Once the cast was assembled, they spent three weeks in rehearsals. The budget was set at $12.5 million with filming beginning in August 1991 at the Kaufman Astoria soundstage in Queens, New York and on location in Sheepshead Bay, Brooklyn over 39 days. Ed Harris remembers, “There were five and six-page scenes we would shoot all at once. It was more like doing a play at times [when] you’d get the continuity going.” Arkin said of the script, “What made it [challenging] was the language and the rhythms, which are enormously difficult to absorb.” During principal photography, Tokofsky and his producing partner Zupnik had a falling out over credit for the film. Upon the film’s release, Tokofsky sued to strip Zupnik of his producer’s credit and share of the producer’s fee. Zupnik claimed that he personally put up $2 million of the film’s budget and countersued, claiming that Tokofsky was fired for embezzlement, which seems rather ironic considering the subject matter of the film. To date neither one of them has gone on to produce another film with the lone exception of The Grass Harp in 1995 by Tokofsky.

Glengarry Glen Ross received very positive reviews from most mainstream critics. Roger Ebert gave it three out of four stars and wrote, “There is a duet between Harris and Arkin that is one of the best things Mamet has written. They speculate about the near-legendary ‘good leads’ that Spacey allegedly has locked in his office. What if someone broke into the office and stole the leads? Harris and Arkin discuss it, neither one quite saying out loud what's on his mind.” In his review for The New York Times, Vincent Canby wrote, “Mr. Mamet has the vision of a moralist outside of time. He never nudges the audience toward what it's supposed to think. He also has an evil angel's gift for a spoken language that sounds realistic, but is a kind of shorthand for psychic desperation.” Time magazine’s Richard Corliss wrote, “A peerless ensemble of actors fills Glengarry Glen Ross with audible glares and shudders. The play was a zippy black comedy about predators in twilight; the film is a photo-essay, shot in morgue closeup, about the difficulty most people have convincing themselves that what they do matters.” Entertainment Weekly gave the film an “A” rating and Owen Gleiberman praised Lemmon’s performance: “And Jack Lemmon, an actor I've seldom been able to watch without squirming myself, is a revelation. Lemmon hasn't abandoned his familiar mannerisms — the hammy, ingratiating whine, the tugging-at-the-collar nervousness. This time, though, he trots out his stale actor's gimmicks knowingly, making them a satirical extension of the character's own weariness.” Newsweek magazine’s David Ansen wrote, “Glengarry is a compelling look at one of the closed-out items in the catalog of American dreams.”

In his review for the Chicago Reader, Jonathan Rosenbaum praised Foley’s direction: “Foley's mise en scene is so energetic and purposeful (he's especially adept in using semicircular pans) that the unexpected use of a 'Scope format seems fully justified, even in a drama where lives are resurrected and destroyed according to the value of offscreen pieces of paper.” However, in his review for the Washington Post, Desson Howe was not thrilled with Foley’s contributions: “But director James Foley's attempts to ‘open up’ the play to the outside world are dismal. The play takes place in the salesmen's office and a Chinese restaurant. Foley doesn't add much more than the street between. If his intention is to create a sense of claustrophobia, he also creates the (presumably) unwanted effect of a soundstage. There is no evidence of life outside the immediate world of the movie.”

It takes a certain kind of personality to sell something that people don't need but convincing them that they do. There is a whiff of pathetic desperation to Mamet’s salesmen. It seems like their best days are behind them. It’s a vicious circle of sorts – they can’t get access to new, potentially good clients unless they close some of their old ones and they are all deadbeats. These salesmen will say and do anything to keep their job, which begs the question: is that what it takes to be a good salesperson? Ed Harris believes that the film is “about the evils of the free enterprise system. You’ve got these guys selling bogus real estate and they’re upset because they can’t sell it.” The film is a rather timely one as it addresses tough economic times, something that we are experiencing now. One of the reasons Mamet’s characters have such a hard time selling these properties is because nobody has any money and what they do have they’re holding onto it. First performed on stage in the “Greed is good” 1980s, Glengarry Glen Ross was a scathing indictment of the free enterprise system. The film was made in the early 1990s when the economy was doing well and now it has become relevant once again in the lean and mean post-9/11 New Millennium.

The Hunt for Red October

Has it really been 20 years since The Hunt For Red October (1990) was released in theaters? It has aged surprisingly well. Fresh off his back-to-back successes of Predator (1987) and Die Hard (1988), director John McTiernan was at the top of his game. He had become the go-to guy for big budget, blockbuster action films. So, it made sense that he would be entrusted with kickstarting a potential franchise with Red October, an adaptation of Tom Clancy’s best-selling novel of the same name, in the hopes of launching a series of films featuring recurring Clancy protagonist Jack Ryan. Paramount Pictures wasn’t taking any chances, casting screen legend Sean Connery and pairing him up with up-and-coming movie star Alec Baldwin. The result, not surprisingly, was box office gold and arguably the strongest entry in the Jack Ryan franchise.

It's the mid-1980s and the Cold War is at its peak. American Naval Intelligence discovers that the Russians have created the perfect nuclear submarine — one that can run completely silent. CIA analyst Jack Ryan (Alec Baldwin) is called in to confirm that this is true, but at the meeting with the Joint Chiefs of Staff, he puts forth a radical theory: the sub-commander of this new submarine, Captain Marko Ramius (Sean Connery), may actually be trying to defect and not trying to start World War III as they all fear. This is further complicated when the Russians report that they've lost all contact with Ramius. The powers that be send Ryan into the field in the hopes that he can contact the Russian sub-commander before his countrymen blow him out of the water. The film becomes a race against time as Ryan boards the USS Dallas, the American sub closest to the Red October, and convinces its commander (Scott Glenn) that Ramius plans to defect.

McTiernan does a nice job of showing the camaraderie aboard the USS Dallas in a brief scene where the captain of the sub tells a story about how fellow crew member Seaman Jones (Courtney B. Vance) had Pavarotti blasting over the sound system during an exercise with other subs in their fleet. It’s a nice moment of levity amidst this generally serious film. McTiernan also doesn't bog the film down with an overabundance of technical jargon. And what techno-speak there is in the film is spoken expertly by the cast in a way that is understandable. You may not understand it but you know what they mean.

Along with Das Boot (1981), Red October remains one of the few decent submarine films. And this is because McTiernan builds the tension with the right amount of white-knuckled intensity. The film attempts to maintain the suspense of whether Ramius has gone rogue or is defecting for as long as it can but since Sean Connery is playing the character this removes all doubt as to his true intentions. Connery playing a villain at this stage in his career? Ridiculous! The first hour of Red October is all set-up as the film establishes the major players and their intentions. Then, it shifts into an elaborate game of cat and mouse as both the Russians and the Americans pursue Ramius. If that wasn’t enough, McTiernan ratchets up the tension with the discovery of a saboteur aboard the Red October.

After reading the galley proofs of Tom Clancy’s novel The Hunt for Red October in February 1985, producer Mace Neufeld optioned it. The book went on to become a best-seller and still no Hollywood studio was interested because of its complicated technical jargon. Neufeld said, “I read some of the reports from the other studios, and the story was too complicated to understand.” After 18 months, he finally got a high-level executive at Paramount Pictures to read Clancy’s novel and agree to develop it into a film.

Screenwriters Larry Ferguson and Donald Stewart worked on the screenplay while Neufeld approached the United States Navy in order to get their approval. Initially, they were uncertain because of the fear that top secret information or technology might be exposed. Fortunately, several admirals were fans of Clancy’s book and argued that the film could do for submariners what Top Gun (1986) did for the Navy’s jet fighter pilots. To that end, the director of the Navy’s western regional information office in Los Angeles offered possible changes to the script that would make the Navy look good.

Alec Baldwin was approached to appear in the Red October in December 1988 but was not told for what role. Austrian actor Klaus Maria Brandauer was cast as Marko Ramius but unfortunately two weeks into film he had to quit due to a prior commitment. The producers quickly faxed a copy of the script to Sean Connery. Initially, he declined the offer because the script didn’t make any sense. It turned out that he was missing the first page which stated that the film was set in the past during the Cold War. He agreed to do it and arrived in Los Angeles on a Friday and was supposed to start filming on Monday but he asked for a day to rehearse in order to get into the role.

The Navy gave the production unparalleled access to their submarines, allowing them to take pictures of unclassified sections of the USS Chicago and USS Portsmouth for set and prop design. Key cast and crew members took rides in subs including Alec Baldwin and Scott Glenn, both of whom took an overnight trip on the USS Salt Lake City. To research for his role, Glenn temporarily assumed the identity of a submarine captain on board the USS Houston. The crew took “orders” from Glenn, who was being prompted by the sub’s commanding officer.

Shooting in actual submarines was deemed impractical and in their place five soundstages on the Paramount backlot were used with two 50-foot square platforms housing mock-ups of the Red October and the USS Dallas were built. They stood on top of hydraulic gimbals that simulated the sub’s movements. Connery remembered, "It was very claustrophobic. There were 62 people in a very confined space, 45 feet above the stage floor. It got very hot on the sets, and I'm also prone to sea sickness. The set would tilt to 45 degrees. Very disturbing.”

With The Hunt for Red October, Alec Baldwin was being groomed for A-list leading man status. Prior to this film he had appeared in an impressively diverse collection of films, playing a bland, dead Yuppie in Beetlejuice (1988), an unfaithful greaseball boyfriend in Working Girl (1988), and an unscrupulous radio station manager in Talk Radio (1988). Throughout Red October, Ryan is constantly proving his credentials to veteran military officers that he encounters, including a memorable briefing with a group of generals where he puts one of them in their place after the man condescendingly scoffs at his theory about Ramius.

After all this time has passed and two other actors have assayed the role, Alec Baldwin is still the best Jack Ryan for my money. He brings a solid mix of serious action hero with a whimsical sense of humor to his version of Ryan that is sorely missing from the stuffy, no-nonsense approach of Harrison Ford and the wooden acting of Ben Affleck. Baldwin instills a certain warmth and humanity in Ryan that is a refreshing contrast to the technology that dominates the film. Baldwin does a good job of conveying Ryan’s intelligence – after all, he’s a thinking man’s action hero – but he has his doubts and this humanizes the character.

With his baggage of iconic movie roles, Sean Connery is well-cast as the confident Ramius. There is a scene where he tells his inner circle of defectors his true intentions. Calmly eating his dinner, Ramius tells them, “Anatoli, you’re afraid of our fleet, hmm? Well, you should be. Personally, I give us one chance in three.” Connery says this in casual fashion as only he can. I suppose I believe him as a Russian sub commander as much as I believe him as an Irish cop in The Untouchables (1987). Which is to say not so much but it’s Sean freakin’ Connery, dammit! He’s the most virile Scottish actor alive today. He was James Bond and Indiana Jones’ father fer chrissakes! He pulls off the role through sheer charisma. Who else could play the enigmatic veteran commander of the entire Russian Navy? Connery has the gravitas and the iconic cinematic presence to make him seem like the ideal choice to play Ramius.

The Hunt for Red October features a stellar cast of fantastic character actors supporting Connery and Baldwin. Two of Ramius’ senior crew members are played by Sam Neill and Tim Curry. Neill is excellent as Connery’s no-nonsense second-in-command who defends him against the other defectors who doubt Ramius’ motivations but in private he voices his own concerns. You’ve got Scott Glenn as the commander of the USS Dallas, James Earl Jones as Ryan’s superior and friend, and Stellan Skarsgard as the Russian sub commander hunting down Ramius. Richard Jordan even pops up in a small but memorable part as the President’s National Security Adviser and talks like how I imagine most politicians do when they are among their own. At one point, he tells Ryan, “Listen, I’m a politician which means I’m a cheat and a liar, and when I’m not kissing babies, I’m stealing their lollipops, but it also means that I keep my options open.” It takes a special kind of actor to come in and knock it out of the park with very little screen time but Jordan does it so well and makes it look easy.

When it was released in 1990, The Hunt for the Red October was not well-received by critics from several major publications but still managed to be one of the top grossing films of the year. Leading the charge was the Washington Post’s Hal Hinson who criticized the film in his review, commenting, "Nothing much happens, at least not onscreen ... There isn't much to look at. When the action sequences finally come, the underwater images are murky and impossible to follow." In his review for The New York Times, Vincent Canby wrote, "Mr. McTiernan is not a subtle director. Punches are pulled constantly. The audience is told by word and soundtrack music when it should fear the worst, though the action on the screen gives the lie to such warnings." Newsweek magazine’s David Ansen wrote, "But it's at the gut level that Red October disappoints. This smoother, impressively mounted machine is curiously ungripping. Like an overfilled kettle, it takes far too long to come to a boil." However, Roger Ebert called it "a skillful, efficient film that involves us in the clever and deceptive game being played.”

Techno-thrillers don't get any better than this film — you've got Baldwin as the reluctant hero who steps up when he has to, casting Connery with his iconic presence as the enigmatic Ramius, and a top notch supporting cast of character actors. Add to this, expert direction from McTiernan and you've got the best Jack Ryan film to date. Sadly, this would be his last really good film. With the exception of The Thomas Crown Affair (1999), he has struggled with the tiresome Medicine Man (1992), signed on for the redundant Die Hard with a Vengeance (1995) and finally taken up residence in Hacksville with the brainless Rollerball remake (2002). Watching The Hunt for Red October again is a sobering reminder of what a good director he used to be.

The Good Shepherd

The Good Shepherd (2006) had been a long-gestating project for screenwriter Eric Roth. But then again pitching an epic biopic about the creation of the Central Intelligence Agency with a large cast of characters and a complex plot must have been a tough sell for studios interested in making crowd-pleasing blockbusters and not overly long films about people talking. Originally, Francis Ford Coppola and a score of other filmmakers were going to direct this film at various points with Leonardo DiCaprio starring. Both men dropped out for various reasons with Robert De Niro stepping up to take over directorial duties and Matt Damon as his leading man. The result is an ambitious film that spans three continents and covers the years 1939 to 1961. Critics and audiences were put off by the film’s slow, deliberate pacing and distant approach to the characters but missed the boat on a brilliant film that examines the formative years of the CIA.

The film begins in 1961 with the bungled CIA-backed Bay of Pigs invasion of Cuba with one of the organization’s founding members Edward Wilson (Matt Damon) learning that there is a traitor in its midst, someone close to him. The film proceeds to flash back to 1939 when he was a student at Yale University. He is initiated into a secret society known as the Skull and Bones, populated by fellow privileged young men, all from families of money and influence. Wilson is approached by a representative from the Federal Bureau of Investigation (Alec Baldwin) and asked to spy on his poetry professor (Michael Gambon) whom they suspect heads up an organization sympathetic to the Nazis.

Wilson is successful and the teacher is forced to resign. This gains him access to many powerful people and opens doors to a whole other world – the ground floor to the creation of a foreign intelligence organization. It is made perfectly clear to him that it will be made up predominantly of WASPs like himself. He is also aggressively pursued by Margaret Ann Russell (Angelina Jolie), the sister of one of his classmates. She becomes pregnant and he marries her because it is expected of him and “the right thing to do.”

Wilson’s lack of personality and emotional detachment make him an ideal spy because he gives nothing away to the point where he almost doesn’t exist. Wilson internalizes everything because it is his job to keep secrets. Matt Damon gives a finely nuanced, tightly-controlled performance that is a marvel of economy. There is a stillness to the way he carries himself in this film that is in sharp contrast to the Bourne films where he plays a character that is constantly in motion. Amidst his emotionless facade exists glimmers of humanity, most notably in the form of a deaf girl named Laura (Tammy Blanchard) whom he loves but must give up once he learns that Margaret is pregnant. His time spent with Laura is one of rare moments where he shows any kind of humanity. It’s the one time in his life when he’s truly happy.

This brief relationship is the key, I think, to unlocking the character of Wilson. The end of his relationship with Laura and his marriage of convenience to Margaret symbolizes Wilson’s willingness to put his personal happiness aside for what he perceives as for the good of the country by consuming himself in service. There is a crucial moment of decision for his character: stay in the safe confines of academia with the woman he loves or marry into privilege and serve his country in the capacity of an emerging foreign intelligence service. At one point, Damon gives a look back Laura that suggests a tragic end to a life with someone who would have made him truly happy for a loveless marriage that sends him up the social and economic ladder.

The Good Shepherd originally started with screenwriter Eric Roth in 1994 when he was looking for a project after finishing his adaptation of Forrest Gump (1994). He read Norman Mailer’s Harlot’s Ghost and became intrigued with the people who built the CIA. Roth talked to Francis Ford Coppola about adapting Mailer’s book because the filmmaker had optioned the rights to it with Columbia Pictures agreeing to finance the project. Roth liked the book but found the story too elaborate and he decided to do his own research (reading all about the CIA and meeting with 40 agents) including writing his own version that chronicled the organization’s creation and ended with the failed Bay of Pigs invasion. Coppola decided not to do the film, claiming that he did not understand the characters due to their lack of emotion. What intrigued Roth about the early days of the CIA were the morals of the people who started the organization and what they were willing to sacrifice.

Roth asked Michael Mann to direct and, while they ended up working together on The Insider (1999) and Ali (2001), the filmmaker did get involved in The Good Shepherd. Roth eventually got Wayne Wang involved but when the studio changed hands, he was out. Philip Kaufman was also attached at one point but he too didn’t last long either. Robert De Niro first became involved with the project in 1999. Retired CIA agent Milton Bearden, who ran operations in Afghanistan in the mid-1980s, served as a technical adviser on the film. He had worked with De Niro on Meet the Parents (2000) to help him with his character who was a retired CIA agent. He agreed to take De Niro through Afghanistan to the northwest frontier of Pakistan and into Moscow for a guided tour of intelligence gathering.

John Frankenheimer was going to direct with De Niro starring. The veteran director died in 2002 and the actor stuck with The Good Shepherd because he had already put so much work into it. To keep the project going De Niro agreed to a deal that would see him either direct or star in Roth’s version if the screenwriter wrote a sequel to the years De Niro had been researching, from the Bay of Pigs to 1989’s fall of the Berlin Wall. Post-9/11 conditions made the material more relevant and a studio more willing to back the film. The Good Shepherd moved to Universal Pictures with producer Graham King agreeing to help finance it. He had a deal with Leonardo DiCaprio, who expressed interest in playing Wilson.

De Niro planned to shoot the film in early 2005 but scheduling conflicts with Martin Scorsese’s The Departed (2006) forced DiCaprio to drop out of the film. De Niro approached Matt Damon who was also making The Departed but he would be done earlier than his co-star and De Niro would only have to wait six months to do the film with him. However, Damon was scheduled to star in Steven Soderbergh’s The Informant! (2009) right after The Departed but a quick phone call to the director and he agreed to delay filming in order to give Damon the opportunity to make De Niro’s film. However, when DiCaprio left so did King and his money. In June 2005, James Robinson and Morgan Creek Productions agreed to produce The Good Shepherd with De Niro’s Tribeca Films and a new deal was set up at Universal Pictures for them to distribute the final product. The budget was reduced to $90 million which meant that most of the principals, Damon included, took a significant cut in their normal salaries.

To design the production, the filmmakers brought in Jeannine Oppewall (who did amazing work recreating 1950s Los Angeles in L.A. Confidential). She did an incredible amount of research for the film that ended up filling 10-12 six-inch thick, three-ring binders. The film was shot in New York City, the Adirondack Mountains, Washington, D.C., London, and the Dominican Republic. The interiors of the CIA were built in the Brooklyn Armory, a large edifice built in 1901 for the United States Calvary. It is currently home to the U.S. Army and the National Guard. Oppewall visited the CIA’s headquarters in D.C. and did additional research and worked with Bearden to create sets for the CIA’s office, Technical Room and Communications Room. 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. Bearden made sure that the filmmakers got the historical aspects correct but understood that it had to be fictionalized to a certain degree as they weren’t making a documentary.

The Good Shepherd immerses us in plenty of spy jargon, double crosses and covert operations while everyone speaks in cryptic, veiled threats. The higher up Wilson climbs, the more careful he has to be about the people he can trust. At one point, early on in his career, Wilson is given some advice: “The mental facility to detect conspiracies and betrayal are the same qualities most likely to corrode national judgment. Everything that seems clear is bent and everything that seems bent is clear. Trapped in reflections you must learn to recognize when a lie masquerades as the truth. Then deal with it efficiently, dispassionately.” As a result, he becomes increasingly paranoid and rightly so as he is privy to so many of the government’s dirty secrets while also harboring a few of his own. The film also makes it pretty clear who holds much of the power in the United States and this is beautifully underlined in a scene where Wilson meets with a powerful mafia figure (Joe Pesci) who asks him what kind of legacy does he have in the country to which Wilson replies, “We have the United States of America. The rest of you are just visiting.”

Robert De Niro does a fine job with an ambitious screenplay that covers a lot of ground and a lot of characters. Close attention has to be paid to everything that is said because The Good Shepherd refuses to spell things out. It also isn’t a flashy James Bond film. De Niro said, “I like it when things happen for a reason. So I want to downplay the violence, depict in a muted way.” The film is ultimately about the dangerous nature of secrets and how they cannot only hurt a country but an individual as well. The film shows how these secrets take their toll on the country (i.e. the Bay of Pigs fiasco) and on the individual. Wilson is something of a tragic figure: a man who wanted a simple life but instead opted for one in service of his country, acting as one of its keeper of dark secrets. Along the way he lost his humanity, condemned to spend his days living in the shadows.

The Good Shepherd received mostly mixed to positive reviews from mainstream critics. The New York Times’ Manohla Dargis wrote, "The Good Shepherd is an origin 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." However, she did like 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." In his review for the Los Angeles Times, Kenneth Turan 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 had praise for the actor: "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.” Newsweek magazine’s David Ansen had a mixed reaction to the film. "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.” Rolling Stone magazine’s Peter Travers felt that it was “tough to slog through a movie that has no pulse.” In his review for The Guardian, Peter Bradshaw 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."

The Good Shepherd is eerily relevant to our post-9/11 climate with the CIA running covert prisons and reportedly torturing terrorists; the National Security Agency conducting wiretaps without warrants; and columnist Robert D. Novak’s July 2003 article revealing of Valerie Plame as a CIA operative after an administration source reportedly gave her name. All of these incidents made the material in the film more relevant. The Good Shepherd refuses to simplify its themes or resort to the frenetic style of editing that is in vogue in Hollywood and instead takes its time and immerses the viewer in a fascinating, shadowy world. This is a film that invites repeat viewings because it is rich with so many characters and intricate plot details.

For further reading, check out this link at the CIA's website which examines the historical accuracy. Not surprisingly, they don't find it too accurate.

Here's another fascinating article that takes a look at Dr. Timothy Leary's association with the CIA and their use of LSD as a truth serum of sorts.

Here is also an excellent review of the film over at Ferdy on Films, etc.

Finally, an excellent interview with De Niro, Damon and Jolie on Charlie Rose: