The Good Shepherd asks a lot of its audience. In a film about how tight-lipped secrecy broke down the life and spirit of CIA cofounder Edward Wilson (Matt Damon), the viewer is asked to make an emotional connection to a man who had few emotional relationships. But, as with Wilson and his dogged patriotism, the viewer's diligence is rewarded with a sparkling third act that brings a lifetime of lies into perspective.

The movie takes us through pivotal stretches of time in Wilson's adult life, the earliest (not counting a childhood flashback) being his education in the Ivy League and initiation into the secretive Skull and Bones society. An organization filled with purebred Americans who value secrecy, Skull and Bones becomes the perfect breeding ground for the Office of Strategic Services, a WWII agency that would beget the CIA.

With his cold stare and tendency for silence, Wilson is a valuable asset to the office. Through the next twenty years, though, the job teaches him not to trust anyone, and he builds up such a strong guard that not even his wife (an underused Angelina Jolie) can break through it, though their son (Eddie Redmayne) finds a place in his heart. The paranoia of the Cold War and the Bay of Pigs doesn't help matters.

Damon seems like a man built to be a different kind of spy, but his performance here is brilliantly measured and stoic. The only problem is that nobody bothers to age him as time passes, and unless you get a glimpse of the greying William Hurt (spectacular here), John Turturro (ditto), or Billy Crudup, you can't tell that you're in a different era.

As a director, Robert De Niro packs the film with meaning, and his actors certainly help in painting a detailed movie, but at times De Niro is a bit self-indulgent, handing himself a fairly important role that he hams up a bit and tossing Joe Pesci into the mix as a mobster who shows up for one scene and makes an out-of-nowhere statement about ethnicity in America.

At nearly three hours, The Good Shepherd is a whole lot of movie for a silent, cerebral art piece with little action. The first 45 and final 20 minutes, along with a slew of top-notch performances, though, do a good bit of the legwork in making the meandering forgivable.

The DVD is fairly nondescript, doing little to celebrate the supposed achievement of what some call the "best spy movie ever" (a sentiment I'm hesitant to embrace). It comes with a handful of deleted scenes, only leaving the viewer to wonder if the movie could have possibly been longer and thankful that it wasn't.

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