Titan A.E.

Anticipation was high for Titan A.E. on the eve of its release in June 2000. Scripted by Ben Edlund, Joss Whedon (the creative braintrust that would go on to make the Firefly television show) and John August, and directed by maverick former Disney animator Don Bluth (The Secret of NIMH) and Gary Goldman (An American Tail), it was a space opera in the tradition of the Star Wars films. Titan A.E. ambitiously combined hand-drawn animation with computer-generated imagery and was touted as the first major motion picture to be projected digitally. Unfortunately, the film was badly marketed with the general public unsure if it was intended for children or for an older science fiction audience. It didn’t help that at the time Bluth stated in an HBO First Look special that his film wasn’t a cutesy kiddie musical but rather a non-stop action film. Titan A.E. received mixed critical reviews and flopped badly at the box office, resulting in the closing Fox Animation Studios. It was also the last feature film Bluth and Goldman would helm. It’s a shame really, as the film features gorgeously rendered animation, engaging characters and an engrossing story.


It is 3028 and humanity is working on the Titan project, a groundbreaking experiment that promises to unlock our full potential. However, an energy-based alien race known as the Drej feel threatened by this project and proceed to destroy Earth in order to stop it. Professor Sam Tucker (Ron Perlman) is an important scientist with the project and as the aliens attack, he puts his five-year-old son Cale on a spacecraft that barely manages to escape. Unfortunately, Sam isn’t so lucky. It’s a pretty ballsy move to begin the film with the destruction of the Earth and the death of the protagonist’s father. It sends a strong message that this isn’t going to be some wishy-washy children’s animated film. It’s a spectacular sequence that basically says all bets are off in this film. Titan A.E. flashes forward 15 years later and Cale (Matt Damon) has grown up and is working as a mechanic on a salvage station in outer space. He’s bit of a reckless screw-up lacking direction in his life.

During one of his lunch breaks, Cale is saved from being beaten up by two aliens by a fellow human named Korso (Bill Pullman), who offers him a chance to join a very dangerous mission. Korso worked with Cale’s father on the Titan project and wants to find the spacecraft in order to unlock its secrets. The Drej arrive and Cale and Korso narrowly escape in an exciting action sequence that ends with them being shot into outer space. Cale joins Korso and his crew – his pilot Akima (Drew Barrymore), the alien first mate Preed (Nathan Lane), the gruff weapons expert Stith (Janeane Garofalo), and Gune (John Leguizamo), the ship’s eccentric scientist. There are brief lulls between exciting action sequences as the Drej relentlessly pursue our heroes.

The first Star Wars film is an obvious influence on Titan A.E. with Cale as the young, brash Luke Skywalker-esque pilot, Korso as the sarcastic Han Solo-type rogue, and Akima, a tough, Princess Leia-esque heroine with Stith as the Chewbacca surrogate. In some respects, Titan A.E. also feels like a warm-up for Firefly as writers Joss Whedon and Ben Edlund were beginning to work out the archetypes of the crew of the Serenity with the motley crew in this film. Korso anticipates Jayne, Akima contains elements of Kaylee, and Cale exhibits a few characteristics of Malcolm Reynolds. Not to mention, the enigmatic and ruthless Drej predict the equally mysterious and vicious Reavers in Firefly.

The voice casting is excellent with Matt Damon’s youthful sounding voice perfect for the energetic Cale, Bill Pullman’s weathered voice is ideally suited for the grizzled, veteran warrior Korso, and Drew Barrymore’s expressive voice helps bring the feisty Akima to life. The mix of hand-drawn animation and CGI is impressively rendered as they combine to create some eye-popping visuals, helping realize the film’s epic scope. It is fluid and rich in detail – there is so much to look at in each and every frame. Titan A.E. features a galaxy populated with exotic planets, like Sesharrim with its brown hydrogen trees and red sky where our heroes encounter a bat-like race known as Gaoul. This is contrasted with the cool, metallic blue of the Drej homeworld that resembles a funky hybrid of the computer world from Tron (1982) and the Borg mothership from Star Trek: The Next Generation.

Producer David Kirschner first brought what would become known as Titan A.E. to 20th Century Fox as a live-action film, “a sort of Treasure Island in outer space.” It was in development for more than five years and originally known as Planet Ice. It was initially conceived as a live-action feature but Fox decided it would be more interesting and less expensive to produce as an animated film. Known for creating successful animated films like An American Tail (1986), The Land Before Time (1988), and Anastasia (1997), Don Bluth and Gary Goldman saw this project as quite a departure in terms of look, subject matter and target audience. Once they came on board in 1998, it was re-titled Titan A.E.

At the time, Fox was determined to compete with Disney in the feature animation field by spending millions of dollars on groundbreaking CGI technology and told Bluth and Goldman to make a film that featured innovative visuals and effects. The first thing the two men did was redesign the entire film. According to Goldman, the film was originally going to be 40% CG but ended up closer to 90%. He wanted to get a 3-D look while still maintaining a cartoon feel. He and Bluth were aware that their target audience – adolescent boys – were generally not into animated films and decided to adopt a darker, moodier color palette.

In another effort to appeal to teenage boys, the studio enlisted Grammy award winning producer/songwriter Glen Ballard who populated the soundtrack with contemporary bands like Lit, Jamiroquai and Luscious Jackson to complement composer Graeme Revell’s electronic music score. The $55 million film was a risky venture for the animation department of Fox whose fate rested on its success or failure. However, a year before the film was finished, Fox laid off 300 out of 380 of its animation staff members leaving very few people to make the film. An early test screening in Orange County went well with several teenagers comparing Titan A.E. favorably with Star Wars. However, Bill Mechanic, head of Fox, left the studio and Fox Feature Animation was shut down. Bluth and Goldman left and Titan A.E. died a quick death at the box office.

Titan A.E. was the first Hollywood film to be digitally transmitted across the United States over the Internet and then digitally projected into cinemas. The film was pummeled by critics that, with a few exceptions, slammed it as being a Star Wars rip-off. The New York Times’ Stephen Holden wrote, “Titan A.E. tries to pack so much into 90 minutes that the characters don't have enough screen time to engage our emotions. Cale and Akima in particular have all the depth of television spinoffs of Luke Skywalker and Princess Leia. This is not to say that Titan A.E. isn't entertaining in its breezy, mild-mannered way, only that its mythology and characters barely resonate.” In his review for the Globe and Mail, Liam Lacey wrote, “Think of it as Noah's Ark, with a few plot changes inspired by the Space Invaders video game.” Entertainment Weekly gave the film a “C” rating and Owen Gleiberman wrote, “The traditional cartoon elements of Titan A.E., both the story and visuals, are unutterably bland. Cale has been conceived as the sort of blond Matt Damon action figure you'd expect to get with a Happy Meal.” In his review for the Washington Post, Desson Howe wrote, “This story's relatively lofty ideas about saving the human race, and its endless twists and turns, are going to soar over the heads of many young audiences—and probably bore them, too. The scenario and special effects are too lackluster for slightly older, sensation-hungry kids, presumably the target audience. And the humor is far too lame for the parents in the audience. Which makes Titan a must-see for . . . almost no one.” USA Today gave the film two and a half out of four stars and Mike Clark called it, “visually impressive but woefully dumbed-down.”

However, Roger Ebert gave the film three and half out of four stars and wrote, “One test for any movie is when you forget it's a movie and simply surf along on the narrative. That can happen as easily with animation as live action, and it happens here. The movie works as adventure, as the Star Wars pictures do.” In his review for the Los Angeles Times, Kenneth Turan wrote, “Titan A.E.'s rudimentary narration does work up a certain amount of propulsion. But it's not the story that's the story here, it's the film's bravura visual look.”

Titan A.E. is about the survival of the human race and what it means to be human with Cale learning to appreciate his heritage. Along the way he grows and falls in love. The film is also a rousing action/adventure tale with a vivid color scheme, larger than life characters that must face a seemingly undefeatable foe. Admittedly, Titan A.E. isn’t reinventing the wheel in terms of originality but it also isn’t trying to, instead delivering an entertaining ride on that level it certainly succeeds.

Contagion

For over two decades, director Steven Soderbergh has gone back and forth from independent to studio films with personal, experimental efforts like Schizopolis (1996) and big budget crowd pleasers like Erin Brockovich (2000). He’s fashioned himself something of a journeyman director trying his hand at a variety of genres over the years, from period history (King of the Hill) to the heist film (Ocean’s Eleven) to the war movie (Che), adopting a distinctive style for each one. With Contagion (2011), he can now add the disaster movie to the list. This film deals specifically with the deadly virus subgenre as he tracks an infectious disease that affects the entire world with alarming speed. Would Soderbergh go the high road with thought-provoking science fiction a la The Andromeda Strain (1971) and Twelve Monkeys (1995), or would he go the low-budget horror B-movie route like The Crazies (1973) and Warning Sign (1985)? Whereas most of these films rely on horror and science fiction tropes, Soderbergh eschews them for a much more realistic take, albeit with a sly wink to the master of disaster films, Irwin Allen by populating Contagion with a star-studded cast of A-listers (many of whom have either won or been nominated for Academy Awards) only to kill some of them off. However, this is where the similarities begin and end as Soderbergh applies the Traffic (2000) aesthetic, juggling multiple characters and storylines to show how technology not only helps identify the threat quickly but also helps it spread rapidly thanks to globalization and disinformation.


The film starts off on Day 2 of the outbreak with infected people in England, Japan and Hong Kong where we meet Beth Emhoff (Gwyneth Paltrow) on a business trip. She comes home to her husband Mitch (Matt Damon) and family in Minneapolis suffering from what seems like flu-like symptoms. She assumes that it is nothing more than jetlag but within a day she and her son are dead. The doctors can’t tell Mitch why they died and he’s left to take care of his daughter (Anna Jacoby-Heron) on his own. The World Health Organization in Geneva begins to identify all the cities where victims of the MEV-1 virus are appearing and are trying in vain to contain it. They send Dr. Lenora Orantes (Marion Cotillard) to Hong Kong in an attempt to track down the origins of the virus. Meanwhile, muckraking blogger Alan Krumwiede (Jude Law) posts a clip of a man collapsing on a train in Japan and tries to peddle it to a newspaper in San Francisco but they aren’t interested. However, he soon assembles an impressive global readership that hangs on his every opinion and conspiracy theory, which not only spreads disinformation but also draws the attention of the Centers for Disease Control and Prevention in Atlanta. Dr. Ellis Cheever (Laurence Fishburne) is leading an investigation into the outbreak in the United States and enlists the help of Dr. Erin Mears (Kate Winslet) who travels to Minneapolis and investigates Beth Emhoff’s death. Their goal is to try and control the spread of the virus.

Soderbergh shows how the CDC interact with local and national governing bodies to identify and deal with the virus while also taking us inside their laboratories where Dr. Ally Hextall (Jennifer Ehle) is working hard to find a vaccine. Soon, Homeland Security steps in and their representative (Bryan Cranston) meets with Cheever to raise concerns that the virus could be weaponized and used by terrorists to attack the United States. However, it soon becomes apparent that the problem is much more serious, affecting a large portion of the world. Soderbergh inserts all kinds of shots of people’s hands interacting with objects and other people. Every time someone coughs you wonder is this person sick and are they spreading the virus to others?

The always-reliable Matt Damon is Contagion’s emotional core, playing the character we get to know the best and therefore care about what happens to the most. He is heartbreaking early on as Mitch watches both his wife and son die and then finds out that his spouse was also cheating on him. He then has to pull it together and take care of his daughter. Damon is given moments to show how the strain of this all is taking its toll on Mitch and the actor really grounds the film in something tangible for the audience to hold onto. Think of him as the equivalent to Benicio del Toro’s soulful border cop in Traffic. Damon is so good as the relatable everyman trying to deal with things as best he can. Without him, Contagion would come across as a little too cold and clinical.

With the help of Cliff Martinez’s brooding, atmospheric electronic score, Soderbergh gradually cranks up the dread as the virus spreads and the situation gets increasingly worse as order breaks down – bureaucratically and then everything else follows in a domino effect with looting and rioting as people think about protecting themselves. Soon, we are hit with sobering apocalyptic imagery that starts off with deserted city streets filled with garbage and abandoned cars to government officials filling mass graves with scores of dead bodies.

Soderbergh is clearly drawing a parallel between the virus and technology, both of which spread great distances and in very little time thanks to cell phones and the Internet. He explores the notion of community breaking down with people becoming isolated, even more so thanks to technology. The film matches this speed by maintaining a brisk pace but does allow for the occasional moment where key characters reflect on what’s happening and how it affects not only them but their loved ones, co-workers, and so on. It is these moments where Scott Z. Burns’ smart, ambitious screenplay shines, allowing archetypes, like Laurence Fishburne’s no-nonsense executive, to show their human frailties.

Burns has clearly done his homework as he presents a scarily plausible viral outbreak based on the rare Nipah virus, which spread from pigs to farmers in Malaysia in the late 1990’s. Contagion is eerily relevant as it evokes real-life outbreaks like SARS, avian flu and the H1N1 swine flu, several of which are mentioned in the film. The script also shows the reaction to an outbreak on a personal level with Mitch and his daughter while also showing its global impact when the fear of transmitting the virus takes hold. This is important because the film throws around a lot of technical jargon and dispenses a lot of facts but Soderbergh has wisely enlisted an all-star cast to make it more palatable. Contagion is not the horror film Soderbergh has suggested it might be, nor is it Hollywood fluff like Outbreak (1995), but rather a slick, sophisticated disaster movie that should provide the director with his first substantial commercial hit in years.

Ocean's Thirteen

Despite its impressive box office returns, Ocean’s Twelve (2004) was considered something of a disappointment by its director Steven Soderbergh who felt that the plot was too complicated. While not quite as fun as Ocean’s Eleven (2001), it was a fine film in its own right – one that had a more satisfying emotional pay-off and doesn’t deserve the lousy reputation that it seems to have. Ocean’s Thirteen (2007) was seen as a return to the fun, breezy vibe of the first film by bringing it back to Las Vegas with style. The result was a very satisfying conclusion to the Ocean’s films.

As the revenge picture cliché goes, this time it’s personal. When Reuben Tishkoff (Elliott Gould) is muscled out of a business deal by slick businessman Willy Bank (Al Pacino), resulting in a heart attack, Danny Ocean (George Clooney) and his crew reunite for one last job: to ruin the opening night of Bank’s casino, The Bank, by making sure he loses a huge amount of money, which involves rigging all the games and slot machines. Bank wants the Five Diamond Award – the top accolade for hotels and will do anything to get it. Danny and the boys use this as a way to get at Bank. To this end, they devise an elaborate plan with the help of their arch-nemesis Terry Benedict (Andy Garcia) who bankrolls the operation. They also bring in Roman Nagel (Eddie Izzard) from Ocean’s Twelve to crack a state-of-the-art artificial intelligence security system.

Soderbergh kicks things off rather stylishly as we get a beautiful shot of Rusty Ryan (Brad Pitt) walking across a runaway tarmac to an awaiting plane at dusk with the sky an impossibly deep dark blue that, accompanied by David Holmes’ groovy score, is absolutely breathtaking. Once again, the director shoots the hell out of the film by employing all sorts of zoom ins and outs, pans and split-screens that, along with a saturated color scheme, keeps things visually interesting.

This time out, Matt Damon gets a juicy subplot where he goes undercover as Lenny Pepperidge, the assistant to a Mr. Weng (Shaobo Qin as The Amazing Yen, also undercover), a very high roller, in order to get close to Bank’s lovely assistant, Abigail Sponder (Ellen Barkin). Part of his disguise involves wearing a ridiculous fake long nose – a sly fuck you to Harvey Weinstein who wouldn’t let Damon wear said nose for his character in Terry Gilliam’s The Brother’s Grimm (2005) because he felt it would obscure the actor’s good looks and hurt the film’s box office potential. Well, it didn’t hurt Ocean’s Thirteen box office as the film went on to gross a very respectable $311 million worldwide.

It is also a lot of fun to see Ellen Barkin reunited with her Sea of Love (1989) co-star Al Pacino. She appears to be having a good time playing a confident businesswoman succumbing to Damon’s “seductive” charms. It is also fun to see Pacino go off autopilot for a change and sink his teeth into a juicy bad guy role. Who else could Soderbergh get to pose as a credible threat to the likes of George Clooney and Brad Pitt but someone of the legendary star caliber like Pacino? He plays Bank like the offspring of his take on Ricky Roma from Glengarry Glen Ross (1992) and Gordon Gekko from Wall Street (1987) – a smooth-talking unscrupulous bastard. In another nice bit of casting, the inventor of the artificial intelligence security system is played by none other than Julian Sands, an actor whose big break through came in A Room with A View (1985) but whose career settled into mostly direct-to-home video fare so it was a pleasant surprise to see him appear in a big mainstream film like Ocean’s Thirteen.

Another amusing subplot involves Virgil Malloy (Casey Affleck, sporting a ridiculous-looking mustache) organizing a revolution/strike among the workers at a dice-making factory in Mexico. He goes from complaining about a lack of air conditioning to tossing Molotov cocktails on the strike lines. At one point, he and his fellow co-workers drown their sorrows at a local bar and Virgil asks them, “Have all of you forgotten Zapata?” He goes on to offer inspirational words that fire them up. How this whole subplot plays out is quite funny. In another nice twist, Terry Benedict is helping Danny out albeit with all kinds of conditions. After all, he resents Bank’s lack of taste and the competition he represents. There can only be on top dog in Vegas and Benedict clearly feels that he is the one. Andy Garcia looks like he relished the opportunity to be in on the joke instead of being the target as he was in the last two films.

While working on Ocean’s Twelve, Steven Soderbergh began thinking about Ocean’s Thirteen. He thought about how fun it would be to set it back in Las Vegas. The motivation to make the film was a desire to work with everyone again but all eleven cast members had to want to do it. Producer Jerry Weintraub contacted them 18 months before hand and told them filming would take place during the summer of 2006 and to clear their schedules. He was able to find a way to juggle all these movie stars’ busy lives and add Al Pacino and Ellen Barkin into the mix.

For the film’s story, Soderbergh felt that Danny and his crew weren’t driven entirely by money and that they would reunite for friendship and revenge. The director came up with the notion of Reuben being betrayed and his friends helping him out. Weintraub hired Brian Koppelman and David Levien to write the screenplay. They had written the script for Rounders (1998) and created the gambling television cable show Tilt, and so they were familiar with the world of con men and gamblers. Soderbergh and Weintraub were both big admirers of Rounders and the director met with the screenwriters in New York City over lunch. They talked about great con movies, the nature of heists, and how the characters had evolved since Ocean’s Eleven. Within minutes, Soderbergh knew they were who he wanted to write the script and were working on it within minutes: “There was not a long list of people that we thought could step into this specific universe and pick up the language and the sense of humor.”

Koppelman and Levien had spent years exploring Vegas culture and the gambling lifestyle. They had every book they could find about con artists and thieves. Early on, Soderbergh told them that he wanted the film’s focus to be on the friendship between Danny and his crew. They understood that getting revenge on Willy Bank was what drove the entire story of Ocean’s Thirteen. They also wanted to “’flip’ the casino so that the patrons would win every time, which would spell disaster for Bank.” Soderbergh also told them that the bad guy should be a casino owner and they imagined Al Pacino and wrote Bank with him in mind. George Clooney also offered some ideas, mostly things to do with the revenge scheme that reunited the crew.

Some exterior scenes were shot in Las Vegas, but the casino interiors were mostly shot on one of the largest soundstages on the Warner Bros. lot in Los Angeles because it would have taken too long to film in actual casinos as they had done with Ocean’s Eleven. Soderbergh said, “In order to get the shots that I wanted, I needed to completely control the environment.” He instructed production designer Philip Messina to build a hotel and casino that would reflect Bank and his huge ego. Messina decided to go with a quasi-Asian theme and make it visually overwhelming. He purposely broke the rules in Vegas by designing a multi-level gaming floor because the production didn’t have a lot of horizontal space to work with.

Much like with Ocean’s Twelve, Ocean’s Thirteen received mixed reviews from critics. In her review for The New York Times, Manohla Dargis praised Soderbergh’s direction: “Playing inside the box and out, he has learned to go against the grain while also going with the flow. In Ocean’s Thirteen he proves that in spades by using color like Kandinsky and hanging a funny mustache on Mr. Clooney’s luscious mug, having become a genius of the system he so often resists.” USA Today gave the film three out of four stars and Claudia Puig wrote, “As escapist entertainments go, Thirteen is far from unlucky: It's breezy, clever fun and ridiculously easy on the eyes.” The Chicago Reader’s Jonathan Rosenbaum wrote, “Predictably adolescent and smarmy, with the mix of sentimentality and cynical flippancy that's becoming Steven Soderbergh's specialty (even when he's pretending to make art films), this is chewing gum for the eyes and ears, and not bad as such.” In his review for the Los Angeles Times, Kenneth Turn felt that it was better than Ocean’s Twelve but not as good as Eleven: “Though it's certainly serviceable as the second sequel to a remake, it lacks the brio and élan that made the 2001 film such a treat.”

On the other hand, Roger Ebert gave the film two-and-a-half stars out of four and wrote, “Ocean's Thirteen proceeds with insouciant dialogue, studied casualness, and a lotta stuff happening, none of which I cared much about because the movie doesn't pause to develop the characters, who are forced to make do with their movie-star personas.” In his review for The New York Observer, Andrew Sarris wrote, “for long stretches of the proceedings, Mr. Soderbergh seems to be trying to distract us from the suspenseless inevitability of the plot with semi-abstract rainbowish splashes of color.” Finally, the Washington Post’s Stephen Hunter wrote, “It's maybe halfway between okay and not bad. If being about average were a sin, it'd be headed straight to Hell on a bobsled.”

Like Ocean’s Eleven, Ocean’s Thirteen pays tribute to the classic era of Vegas as Danny and co. restore Reuben’s honor. He’s an old school player who still believes in following a code and prides himself in being part of a select group of insiders that got to shake Frank Sinatra’s hand back in the day. Like Benedict, Bank represents the current corporate mentality of making money over the personal touch that the Mob-run casinos used to provide. If the first two films were about Danny and Rusty’s respective relationships with the loves of their lives, then Ocean’s Thirteen is about their friendship with Reuben. He mentored them when they were just starting out and taught them about respecting history as well as those who came before them. Like with the previous films, going after the bad guy is a matter of personal honor and hitting them where it hurts – in Bank’s case it’s his monster ego. Ocean’s Thirteen ends much like Ocean’s Eleven did thus bringing the trilogy full circle and with a truly satisfying conclusion as the bad guy gets what’s coming to him and Reuben’s honor is restored. Likewise, the film did very well at the box office and garnered fairly positive reviews going out on a well-deserved high note. It serves as an example of a star-studded big budget Hollywood film that entertains without insulting your intelligence.

Ocean's Twelve

After the commercial failures of Full Frontal and Solaris in 2002, there was pressure on Steven Soderbergh, when he announced that his next film was to be the sequel to the wildly successful Ocean’s Eleven (2001), to not only come up with a box office hit but to also outperform the previous film. With big budget, star-studded casts like the one in Ocean’s Twelve (2004), there is always the danger of having them look too smug and self-indulgent instead of having fun along with the audience. Ocean’s Eleven managed to straddle this line quite well, resulting in an entertaining popcorn movie. Soderbergh kept his cast in check, never letting them go too far over-the-top and shooting it with a style that was always interesting to watch. The big question for the sequel was if he could pull off the same feat without repeating himself too much. Ocean’s Twelve ended making less than its predecessor (but still a lot of money) and cost more while also dividing critics but in some ways I find it a better film.

Danny Ocean (George Clooney) is supposed to be retired and enjoying domestic bliss with Tess (Julia Roberts). However, old habits die-hard and the lure of pulling heists is always calling. She catches him casing a jewelry story on their anniversary. To make matters worse, Terry Benedict (Andy Garcia) is still hot on their trail, tracking down all of the original eleven and letting them know, in his own casually menacing way, that he wants the $160 million, plus interest, that they stole from him in Ocean’s Eleven, and in two weeks time. The montage of him doing this mirrors the one in the first film where Danny and Rusty recruited their crew. If Benedict was an imposing figure in the first film, Andy Garcia makes him even more of a threatening presence in this montage by doing little except exude menace with his eyes and the all-business tone of his voice.

So, Danny gets everybody back together to figure out what to do. Obviously, they need to pull another job but they are too high profile in the United States, so they go to Europe and cross paths with a truly formidable opponent and rival master thief known as the Night Fox (Vincent Cassel), a bored French playboy. He’s jealous of Danny’s status as the world’s greatest thief and is out to prove that he’s the best by having the both of them go after the same thing: the Faberge Imperial Coronation egg. Vincent Cassel plays the Night Fox as an ultra-confident, cocky man in such a way that you want to see Danny and company knock him down a peg.

Ocean’s Twelve ups the difficulty level for our heroes even more by having most of the crew neutralized leaving only Basher (Don Cheadle), Linus (Matt Damon) and Virgil (Scott Caan) left to pull off an impossible heist. So, they bring in Tess to pose as, well, Julia Roberts. Unfortunately, another major movie star is staying at the same hotel, which only adds to the meta aspect. Said movie star gamely plays a fictional version of himself. The scene where he meets Tess as Julia Roberts is very amusing as Damon and Roberts act all star-struck in front of him. It is also interesting in that the meta aspect that was present in Ocean’s Eleven is made even more explicit – something that turned off some critics and audiences but I think works extremely well because Soderbergh isn’t having a cutesy cameo of a movie star for the sake of it but actually incorporating them into the plot and making them an integral part of the scam.

If the first film was about Danny’s redemption by reconciling with Tess, then Ocean’s Twelve is about Rusty’s (Brad Pitt) redemption by reconciling with his past love, Isabel Lahiri (Catherine Zeta-Jones), a determined and quite beautiful Interpol agent. Like Danny’s feelings for Tess potentially compromising his involvement in the heist in Ocean’s Eleven, Rusty’s feelings for Isabel leaves him potentially vulnerable in Ocean’s Twelve. To her credit, Catherine Zeta-Jones fits right in with the European vibe, maintaining just the right mix of determination in nailing Danny and his crew and vulnerability when she’s with Rusty. Their relationship elevates the film ever so slightly above the standard heist story and the conclusion of her subplot is surprisingly emotional and poignant – the highpoint of the trilogy and something you don’t expect from a film like Ocean’s Twelve, which is essentially a feature-length lark.

Matt Damon demonstrates excellent comic timing in this film and is the real stand-out of this strong cast. Early on, Linus asks Rusty if he could have more to do this time out and this moment comes across as quite self-reflexive. It’s as if Damon were almost asking if he could have more screen time in the film itself. In some respects, he is the group’s stammering conscience. There is an amusing scene where Linus, Danny and Rusty meet a contact by the name of Matsui (Robbie Coltrane) for a potential job. Danny, Rusty and Matsui all speak cryptically which leaves poor Linus totally confused. Damon plays the scene so well as he looks desperately to his cohorts for help or some sort of clue as to what he should say. Put on the spot, Linus finally responds by quoting lyrics from “Kashmir” by Led Zeppelin to hilarious effect.

While doing a press conference in Rome during the promotional tour for Ocean’s Eleven, Steven Soderbergh fell in love with the city and over dinner with producer Jerry Weintraub began thinking about the story and structure for a sequel. He got the idea to set it in Europe and was so inspired that he started writing down ideas. After returning to Los Angeles, Weintraub discovered George Nolfi’s screenplay, entitled Honor Among Thieves, about the greatest thief in America going up against his equal in Europe. It was originally developed for John Woo to direct but Weintraub sent the script to George Clooney, Brad Pitt and Soderbergh. The director came up with the basic idea for the film and thought that it “would be more fun if Twelve was the movie in which everything goes wrong from the get-go.” He ended up merging Nolfi’s script with his own ideas. Soderbergh saw this film as more emotional, character-driven and complicated on a narrative level than the first one.

Prior to the start of principal photography, which lasted 77 days, Julia Roberts found out that she was pregnant and Soderbergh incorporated it into the script. He also met with Vincent Cassel at the 2003 Cannes Film Festival and asked the actor if he would be interested in being in Ocean’s Twelve. He agreed without reading the script because he trusted someone with a reputation like Soderbergh’s. Once filming began, the production spent ten weeks globetrotting all over the world with stops in Chicago, Amsterdam, Paris, Monte Carlo, Lake Cuomo, and Rome. Principal photography concluded with four weeks on three Warner Brothers soundstages in L.A.

Not surprisingly, Ocean’s Twelve received mixed reviews. Roger Ebert gave the film three out of four stars and wrote, “The movie is all about behavior, dialogue, star power and wiseass in-jokes. I really sort of liked it.” In her review for The New York Times, Manohla Dargis wrote, “Ocean's Twelve may be slim pickings, but when a film contains a bit as sublime as Rusty putting the moves on a visibly startled Isabel while he's literally hotfooting it from the law it's the kind of movie moment that can tide you over for a week.” The Washington Post’s Desson Thomson wrote, “In this sprawling oglefest, such things as "narrative" and "story" are remote little abstractions indeed. Director Steven Soderbergh uses the same reality-show looseness he brought to his K Street television series.” USA Today gave the film three out of four stars and wrote, “Exuding heaps of postmodern cool — these guys never even break a sweat —Ocean's Twelve also gets comic mileage out of petty bickering among Danny's teammates.” In his review for the Village Voice, Dennis Lim wrote, “Watching other people's vacation home movies is rarely this fun. Quick, cheap thrills spiked with a jazzy, retro new wave vibe, Ocean's Twelve suggests a double issue of Us Weekly guest-edited by the old Cahiers du Cinema crew.” However, Entertainment Weekly gave the film a “D+” rating and Lisa Schwarzbaum wrote, “What's on screen is lazy, second-rate, phoned-in — a heist in which it's the audience whose pockets have been picked.” The New York Observer’s Andrew Sarris felt that the film “Hits a new low in condescending facetiousness, with no fewer than 15 performers of varying talents, tongues firmly in cheeks, undercutting all the genre's action conventions while camping up a storm on two continents.” Finally, Slate’s David Edelstein wrote, “Ocean's Twelve disintegrates along with its linearity. Two days after seeing it, I can't even remember how it ended. But I do remember Julia Roberts' endearing whoops of panic.”

Once again Soderbergh keeps the pace brisk and breezy, making the two-hour running time fly by. Like its predecessor, Ocean’s Twelve is beautifully shot with atmospheric lighting and saturated color as evident in the bright yellow that permeates Isabel’s Europol lecture or the green lighting that illuminates the underwater sequence during a heist that Danny and his crew pull off, or the red lighting that dominates the nightclub where Rusty and Isabel meet. Most of the film takes place in Europe and Soderbergh adopts the look of a European film from the 1960’s, which also applies to the eclectically groovy soundtrack from David Holmes that evokes a ‘60s Euro-lounge vibe. The director even described the film’s aesthetic as “the most expensive episode of a ‘60s television show ever.” He and Holmes agreed that the score would be completely different from Ocean’s Eleven in order to complement the different look and feel. Soderbergh is an excellent visual storyteller and this is evident in several scenes that he depicts without any dialogue, instead resorting to music married to visuals that conveys exactly what’s going on. He understands the kind of movie he’s making and doesn’t try to be too cute or wink knowingly at the audience, instead focusing at the task at hand: making a confident, entertaining movie. Granted, Ocean’s Twelve is no Traffic (2000), and it’s not meant to be, but you could do a lot worse with two hours of your time.

Next Week: Ocean's Thirteen

Ocean's Eleven (2001)

“Ocean’s Eleven was my opportunity to make a movie that has no desire except to give you pleasure, where you surrender without embarrassment or regret.” – Steven Soderbergh

Fresh from the one-two success of Erin Brockovich (2000) and Traffic (2000), Steven Soderbergh made a conscious decision to shift gears and make a purely entertaining film for a major studio. He managed to convince movie stars George Clooney (whom he had already worked with on Out of Sight) and Brad Pitt to take major cuts in their multi-million dollar salaries and headline a remake of the Rat Pack heist film Ocean’s Eleven (1960). With Clooney and Pitt on board, Soderbergh was then able to get an impressive cast including the likes of Matt Damon and Julia Roberts (both of whom also agreed to take pay cuts) and avoid having his film come across as nothing more than a vanity project for a bunch of smug movie stars. On the contrary, Ocean’s Eleven (2001) is a slick heist film in the tradition of The Sting (1973) in the sense that you know the outcome (the good guys win) but the fun is in how they get there as Soderbergh utilizes every stylish technique that he has available at his disposal.

Daniel Ocean (George Clooney) has just been released from prison and is eager to return to his high-end criminal enterprises. He sets his sights on Las Vegas with plans to rob three prestigious casinos: the MGM Grand, the Mirage, and the Bellagio, all of which keep their considerable sums of money in an ultra-secure hi-tech vault controlled by Terry Benedict (Andy Garcia) who, incidentally, is currently dating Danny’s ex-wife Tess (Julia Roberts). It’s not going to be easy and so, with the help of his good friend and ace fixer Rusty Ryan (Brad Pitt), they recruit nine experts to help them pull off a near-impossible heist. In addition to the heist, which serves as the main plot, Ted Griffin’s screenplay expertly weaves in a subplot involving Danny attempt to reconnect with Tess.

This film oozes cool right from the opening credits that play over a fantastic shot of the Atlantic City skyline at night accompanied by funky trip-hop type music by Northern Irish disc jockey David Holmes. We meet Rusty wasting his time teaching young movie stars (Holly Marie Combs and Topher Grace among others making fun of themselves) to play cards. We meet him in Hollywood with a cool groove playing over his establishing shot. This sequence is a bit of meta fun as we see Pitt, one of the biggest movie stars on the planet, teaching other movie stars playing a parody of themselves being totally clueless at playing poker only to eventually be hustled by a bemused Danny. Soderbergh even slides in a few sly inside jokes, like Danny asking Topher Grace if it’s hard to make the transition from television to film, which, of course, is exactly what Clooney did. Or, how Grace gets mobbed by autograph hounds while Clooney and Pitt are completely ignored.

One of the best sequences in the film is when Danny and Rusty recruit their crew. The scene where they convince Reuben Tishkoff (Elliott Gould) to bankroll their operation is a wonderful example of how expositional dialogue being delivered in the right way by the right actor can be entertaining and informative as Elliott Gould does a fantastic job of warning Danny and Rusty of just how dangerous Benedict is. From there, each character that Danny and Rusty approach is given their own introduction that briefly and succinctly highlights their unique skill and distinctive personality traits. Linus Caldwell (Matt Damon) is an up-and-coming pickpocket with uncanny dexterity. There’s the Malloy brothers, Virgil (Casey Affleck) and Turk (Scott Caan), two drivers by trade with one of them having an affinity for remote controlled devices and a perchance for bickering and irritating each other, which provides a good source of humor. Livingston Dell (Eddie Jemison) is an electronics expert in the area of surveillance. Basher Tarr (Don Cheadle) is a demolitions expert with Don Cheadle sporting an obviously exaggerated Cockney accent. Yen (Shaobo Qin) is a diminutive top-of-the-line acrobat that can get in and out of any tight space. Finally, there is Saul Bloom (Carl Reiner), a retired flimflam man coaxed back into action by Rusty. Each actor is given at least one scene, often more, to come front and center and do their thing and this is done in a way that doesn’t distract you from the story at hand, which is quite an accomplishment with such a large cast.

David Holmes expertly mixes jazz, funk, soul and hip hop in a way that evokes groovy trip hop or acid jazz but in a retro way that evokes Quincy Jones circa the 1970’s. The often-fat bass lines give certain musical cues a confident swagger. There is also plenty of Hammond organ and vibraphone looped to give a lounge-y kind of vibe at times. Later on in the film, Holmes brings in strings and brass to accentuate the romantic subplot between Danny and Tess. Holmes also incorporates songs, like Elvis Presley’s “A Little Less Conversation” to fantastic effect. This came out of watching the original Ocean’s Eleven as Holmes explained in an interview, "Then I tried to think of ways to identify with what was going on - with it being a contemporary film, how to be original, but set within the heart of Las Vegas. Which is where the Elvis song 'A Little Less Conversation' came about, because obviously Elvis had a really strong affiliation with Las Vegas, and that track has a very contemporary feel."

Steven Soderbergh read Ted Griffin’s screenplay in an afternoon in January 2000. The next day he called producer Jerry Weintraub and told him he wanted to direct the film. What he liked about the script was that it didn’t evoke the original 1960 version but “had this one foot back in the heyday of the studio star-driven movie, like Howard Hawks or George Cukor.” Soderbergh had always been drawn to heist films because, “the conflicts are so clear and dramatic. This seemed to be everything that you want a big Hollywood film to be, on the script level.” He had just made two dramas – Erin Brockovich and Traffic – and wanted to make a fun movie. To prepare for shooting Ocean’s Eleven, he watched Ghostbusters (1984) because he was impressed at “that sort of physical scale [that] feels so tossed-off, with such understated performances and obvious generosity among all the performers.” He also studied films by David Fincher, Steven Spielberg and John McTiernan because they knew how to “orchestrate physical action the way I like to see it.” He looked at how these filmmakers used lens length and height, camera movement and editing, as well as, “how they used their extras, how they structured movements within shots that carried you to the next movement and the next.”

Soderbergh got George Clooney involved and half-jokingly told him, “let’s make it an Irwin Allen movie, where they used to have 10 stars.” Originally, the director considered casting Luke and Owen Wilson, Bruce Willis, and Ralph Fiennes as the villain. Once Clooney was on board, they got the rest of the cast to commit at radically reduced rates, starting with Brad Pitt. However, during filming, the cast stayed in their own 7,000-square-foot villas at the Bellagio. Before shooting, Soderbergh told his cast, “Show up ready to work. If you think you’re just going to walk through this, you’re mistaken. If anybody gets smug, we’re dead.” Soderbergh wanted to shoot in the Bellagio, the MGM Grand and the Mirage – an impossible feat for more mere mortals; however, Weintraub had the connections and the clout to make it happen. The production was allowed to shoot on the floor of the casinos during the day, which nobody is given access to and the casino bosses even shut down entire pits for Soderbergh to shoot in. This allowed the director to design shots that were complicated and large in scale.

Soderbergh wanted the lighting for Ocean’s Eleven to be based in reality and to look like it wasn’t lit at all – not a problem in Las Vegas, a place overloaded with every kind of light imaginable. At times, Soderbergh would add some color to enhance the mood for dramatic purposes in order to put the audience inside the world of the film. He also realized that the locations played a large part in the plot and was interested in showing as much of the environment as possible. One challenge Soderbergh faced was the logistics of filming big dialogue scenes with Danny and his crew in a visually interested way. He had a lot of people in confined spaces and didn’t want these scenes to be boring. So, he attempted to frame shots that clearly established where everyone was while also giving them enough depth and geometry to make the characters interesting to look at.

Ocean’s Eleven received mostly positive reviews from critics clearly charmed by what the film had to offer. Roger Ebert gave it three out of four stars and wrote, “The movie excels in its delivery of dialogue. The screenplay by Ted Griffin is elegantly epigrammatic, with dialogue that sounds like a cross between Noel Coward and a 1940s noir thriller.” The New York Times’ Elvis Mitchell wrote, “Mr. Soderbergh does some of his best work in Ocean's Eleven, working with a ticking suavity he tried to bring to lesser movies like The Underneath. He has a breathtaking amount of technique at his fingertips, aided immensely by the popping freshness of the score by David Holmes, who he worked with successfully on Out of Sight. Mr. Holmes scales his rhythms to the picture's pace, giving the movie a heartbeat.” New York magazine’s Peter Rainer wrote, “Some of its members, such as Clooney and Roberts, epitomize the kind of old Hollywood glamour that would have fit right into the Bogart-Bacall forties. Their attractiveness carries a flagrant sense of sexual entitlement; they know they're sizzling, and they find this knowledge not only exhilarating but funny (and they're sexier for finding it so).” Entertainment Weekly gave the film an “A” rating and Owen Gleiberman wrote, “It wouldn't be wrong to call Ocean's Eleven a trifle, but it's a debonair trifle made with high-wire effrontery, the kind that can't be faked. This giddy and glancing charade is one of the most sheerly pleasurable movies to come out this year, and it cements Soderbergh's status as the reigning artist-entertainer at work in Hollywood today.” Even the Village Voice’s J. Hoberman had nice things to say: “The movie is slick and studiously cool—with plenty of visual flourishes but not too much soul.” However, USA Today only gave the film two-and-a-half stars out of four and Mike Clark wrote, “Despite dashes of droll dialogue from screenwriter Ted Griffin, the remake aims for cool but instead gets chilly. It's not a stretch to call it surprisingly glum.”

In a nice touch, Ocean’s Eleven never waxes nostalgic about the original film but instead is wistful about Las Vegas as it was in the 1960’s when the casinos were still run by the Mob and had yet to be corporatized and Disney-fied. This is reinforced in one of the motivations Danny has of robbing Benedict. It’s not just that he’s dating his ex-wife but Benedict also recently demolished one of the last old school casinos left in Vegas. Unlike Benedict, Danny respects the past and recruits Reuben and Saul, veteran con artists whose heyday was the ‘60s. It’s great to see Soderbergh giving actors like Gould and Reiner screen-time in a major studio film. These guys don’t work nearly enough and their performances in Ocean’s Eleven are a potent reminder of how good they can be if given the right material and the opportunity. Entrusted with only his second major studio film with an A-list budget, Soderbergh effortlessly orchestrates a fun, engaging popcorn movie like an old pro that has been doing this for their entire career.

Next week: Ocean's Twelve

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: