The Good Shepherd is a 2006 American spy film produced and directed by Robert De Niro, and starring Matt Damon, Angelina Jolie, and De Niro, supported by an extensive ensemble cast. The film follows Edward Wilson, a fictional counterintelligence officer, from 1939 to 1961 as the CIA develops and grows around him.
Wilson (played by Damon), a senior CIA officer, discovers a mole in his department following the disastrous Bay of Pigs invasion of 1961. The film delves into Wilson's complex life starting from his college years at Yale in 1939, his initiation into the Skull and Bones fraternity, and his recruitment into intelligence work during World War II. His personal life is marked by a strained marriage to Margaret "Clover" Russell (played by Jolie) and by a series of affairs, which underscore the sacrifices and moral compromises invited by espionage work. The narrative unfolds through a mix of sequential events and flashbacks, exploring the origins of the CIA, Wilson's involvement in key historical events, and the personal tolls typical in careers dedicated to secret intelligence.
The film was released on December 22, 2006 by Universal Pictures in North America and by Morgan Creek International in international markets, to mixed reviews. It grossed $100 million against an estimated $80 million production budget.
Contents
Plot
In 1961, the Bay of Pigs invasion ends disastrously. Senior CIA officer Edward Wilson is warned of a possible "mole" in his department. Returning home, he finds a photograph of a man and woman in bed, as well as audio tapes that have been tampered with.
In 1939, Wilson attends Yale University and is invited to join the Skull and Bones secret society. During his initiation, he reveals that he discovered but never read the suicide note left by his father Thomas, an admiral in line to serve as Secretary of the Navy until his loyalties were questioned.
FBI agent Sam Murach recruits Wilson to investigate his poetry professor Fredericks, a suspected Nazi sympathizer. When exposed, Fredericks resigns. Wilson begins dating Laura, a fellow Yale student who is deaf. After learning that World War II has begun in Europe, Laura asks Edward to sleep with her but panics at the last moment.
In 1940, Wilson attends a party and meets Margaret "Clover" Russell. He is also introduced to General Bill Sullivan, who tells him the US will soon be compelled to enter the war and offers Edward a job in foreign intelligence. Margaret makes aggressive advances on Edward, to which he succumbs.
While at the beach with Laura, Edward is approached by Margaret's brother John, who tells him she is pregnant and implies that Edward is obligated to marry her. Laura, reading their lips, walks away. On Edward and Margaret's wedding day, Edward is given orders to leave for London.
In London, Edward is reunited with Dr. Fredericks, a British intelligence operative who had recommended Edward for counterespionage training. Intelligence officer Arch Cummings informs Edward that Fredericks's indiscreet homosexual liaisons pose a security risk because they make him susceptible to blackmail. Fredericks refuses to retire quietly and is assassinated.
In post-war Berlin, Edward collaborates with his Soviet counterpart "Ulysses" in the exchange of captured scientists. During a phone call home, his son Edward Jr. inadvertently reveals that Margaret is having an affair. Edward impulsively sleeps with his office's interpreter, Hanna Schiller, but discovers that she is a Soviet operative, which results in her murder.
Cast
Matt Damon as Edward Wilson Sr. He is the film's main character. He is based on aspects of James Jesus Angleton and covert operations specialist Richard Bissell. His false identity in Britain was "Mr. Carlson".
Angelina Jolie as Margaret "Clover" Russell.
Robert De Niro as General Bill Sullivan, based on William J. Donovan.
Alec Baldwin as FBI Agent Sam Murach.
William Hurt as CIA Director Philip Allen, likely based on Allen Dulles.
Joe Pesci as Joseph Palmi, based partly on Sam Giancana and Santo Trafficante Jr. The Good Shepherd marked Joe Pesci's return to acting after eight years.
John Turturro as Ray Brocco, based on Angleton deputy Raymond Rocca.
Billy Crudup as Archibald "Arch" Cummings, based on British agent Kim Philby. The character was named for poet E.E. Cummings, who was in fact a confidant of Angleton.
Tammy Blanchard as Laura.
Michael Gambon as Dr. Fredericks.
Timothy Hutton as Admiral Thomas Wilson, based on James Forrestal.
John Sessions as Valentin Mironov #1 / Yuri Modin, based on Anatoliy Golitsyn, and on Yuri Modin, the 'legman' KGB operative controlling the 'Cambridge Five'.
Keir Dullea as Senator John Russell Sr.
Martina Gedeck as Hanna Schiller.
Production
Development
Robert De Niro directed the film and produced it in conjunction with James G. Robinson and Jane Rosenthal. Eric Roth originally wrote the screenplay in 1994 for Francis Ford Coppola and Columbia Pictures. After reading Norman Mailer's Harlot's Ghost, Roth became intrigued by the relations among the people who created the CIA. Coppola ultimately departed from the project, citing his inability to relate to the main characters because of their lack of emotion, but is credited as co-executive producer. Following Coppola's departure, Wayne Wang was tapped to direct, but was in the midst of pre-production location scouting when personnel changes in Columbia's production department ended his involvement.
Columbia's new production team opted to give Roth a list of directors from which to choose, including Philip Kaufman. Kaufman and Roth worked together on the project for a year, overhauling the story's narrative structure and changing it from linear to its final non-linear approach in which the film moves backward and forward in time. Kaufman believed that change would "give it a more contemporary feeling" and helped provide a more cohesive narrative context. He also thought that it provided subtext for the characters' motivations. But, neither this partnership nor the project as conceived survived another dramatic shake-up at the studio. The new studio head halted production because he did not want to make a spy film outside the action genre.
The project languished until John Frankenheimer signed to make the film, with MGM agreeing to purchase the rights. He wanted De Niro to star since they had just worked well together on Ronin. De Niro had been developing his own spy story about the CIA from the time after the Bay of Pigs Invasion to the 1989 fall of the Berlin Wall in 1989 and agreed to appear in the film.
During pre-production in 2002, Frankenheimer died. According to producer Jane Rosenthal, the film had been De Niro's pet project for nine years, but it proved difficult to produce prior to 9/11 and had to compete with the actor's busy schedule in films. The actor said in a 2006 interview just before the film was released, "I had always been interested in the Cold War. I was raised in the Cold War. All of the intelligence stuff was interesting to me." De Niro and Roth had made a deal; if the actor would direct Roth's existing script, Roth would develop De Niro's concept as a screenplay. If The Good Shepherd was commercially successful, their follow-up would be De Niro's 1960s-to-1989 pitch.
Filming
Principal photography began on August 18, 2005, with shooting in New York City; Washington, DC, London; and the Dominican Republic. Jeannine Oppewall, who had already been nominated for three Academy Awards for her work, was assigned as art director for The Good Shepherd. She earned a fourth Oscar nomination for Best Art Design on this film.
She conducted such extensive research for the film that her notes filled ten to twelve 6-inch-thick (150 mm) three-ring binders. It took her a week to organize the number of set locations because of the numerous settings in the script, which included Cuba, Léopoldville, London, Guatemala, Moscow, New York City and New Haven.
Although the vast majority of the movie was filmed in New York, the only scenes set there were filmed at the Kirby Hill Estate, on Long Island. As a result, many sets had to be constructed under Oppewall's direction, including a Skull and Bones headquarters and the Berlin set, which was built at the Brooklyn Navy Yard. The interiors of the CIA were built in the Brooklyn Armory, a large building constructed in 1901 for the United States Cavalry. She visited the CIA headquarters in Washington, DC, and worked with Bearden to create sets to portray CIA offices and its Technical and Communications rooms.
Because the lead character, Edward Wilson, originally aspired to be a poet, Oppewall incorporated many visually poetic symbols into the sets of the film, including numerous mirrors to represent the duplicity of the CIA, full-rigged ships as symbols of state, and eagles, used ironically in complex situations such as suspect interrogations. Her team tracked down furnishings for sets and found authentic Teletype machines, reel-to-reel tape recorders, and radios that were used in the CIA during that time.
Music
The music for the film was largely composed by Bruce Fowler and Marcelo Zarvos. They replaced James Horner, who left the project for creative differences.
The violin solo is an excerpt from Tchaikovsky's Violin Concerto In D. The soundtrack CD mistakenly attributes the solo to Marcelo Zarvos.
Release and reception
Box office
The Good Shepherd was released on December 22, 2006, in 2,215 theaters, grossing $9.9 million in its opening weekend. Ultimately, it grossed $100,266,865 worldwide.
Critical response
On review aggregation website Rotten Tomatoes, the film holds an approval rating of 56% based on 172 reviews, with an average rating of 6.14/10. The site's critics consensus states: "Though ambitious and confidently directed by Robert De Niro, The Good Shepherd is ultimately a tedious drama that holds few surprises and succumbs to self-seriousness." At Metacritic the film has a weighted average score of 61 out of 100, based on 33 critics, indicating "generally favorable" reviews. Audiences polled by CinemaScore gave the film an average grade of "B−" on a scale of A+ to F.
In her review for The New York Times, Manohla Dargis wrote, "The Good Shepherd is an original story about the C.I.A., and for the filmmakers that story boils down to fathers who fail their sons, a suspect metaphor that here becomes all too ploddingly literal". She praised De Niro's direction: "Among the film's most striking visual tropes is the image of Wilson simply going to work in the capital alongside other similarly dressed men, a spectral army clutching briefcases and silently marching to uncertain victory".
Kenneth Turan, in his review for the Los Angeles Times, praised Matt Damon's performance. "Damon, in his second major role of the year (after The Departed) once again demonstrates his ability to convey emotional reserves, to animate a character from the inside out and create a man we can sense has more of an interior life than he is willing to let on."
Time magazine's Richard Corliss also gave Damon positive notice: "Damon is terrific in the role—all-knowing, never overtly expressing a feeling. Indeed, so is everyone else in this intricate, understated but ultimately devastating account of how secrets, when they are left to fester, can become an illness, dangerous to those who keep them, more so to nations that base their policies on them."
In his review for The New York Observer, Andrew Sarris wrote, "Still, no previous American film has ventured into this still largely unknown territory with such authority and emotional detachment. For this reason alone, The Good Shepherd is must-see viewing."
USA Today gave the film three stars out of four 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."
Accolades
In 2007, the cast of The Good Shepherd won the Silver Bear for Outstanding Artistic Contribution at the Berlin International Film Festival. It was the only American entry in 2007 to win a prize at the festival.
It was also nominated at the 79th Academy Awards in the category of Best Art Direction (Jeannine Oppewall, Gretchen Rau and Leslie E. Rollins).
Possible sequel
De Niro said that he would like to make two sequels to The Good Shepherd; one bringing the action forward from 1961 to 1989 and the fall of the Berlin Wall, and the other following its protagonist, Edward Wilson, to the present day.
In October 2020, De Niro said that he worked with Eric Roth on a sequel, but that it "never happened". However, "if someone gave me the money to make a sequel", he would.
In September 2012, it was announced that Showtime was developing the sequel as a television series, with Roth as executive producer and writer and De Niro directing the pilot. As of 2025, no further updates on the series were revealed.

