If you’ve ever picked up a flip book -- one of those small booklets with an image on each page, and when you flip through it very fast, you see action -- then you have some idea of what it’s like to watch The Good Shepherd.

This 167-minute film covers the life of CIA's chief of covert operations, Edward Wilson (Matt Damon), going back and forth from the time he was a young boy to 1961 when he's accepting responsibility for the failed Bay of Pigs mission in Cuba. The movie is tedious and lacks any character development despite its all-star cast. With a better script by Eric Roth (who did a great job on Munich) or another screenwriter, it might have been a higher quality film.

Richard C. A. Holbrooke, the United States Ambassador to the United Nations, 1999-2001 said about the film, "The Good Shepherd is a fictionalized version of history which is accurate in almost every incident. But because the filmmakers are liberated from trying to be faithful to the tiny details, they've come a lot closer in many ways to capturing some essential truths about this extraordinary period of intelligence, counter intelligence, betrayal and espionage during the Cold War."

In flashback we see Edward attending Yale in 1939, and following (almost by his dad's direct order), his father's footsteps in Skull and Bones, the all-male secret group of future leaders at Yale University.  During the initiation, Edward goes along with the peer pressure and reveals a dark secret about his past that will later come back to haunt him.

Edward's natural intelligence coupled with the American values instilled in him as a child, soon have him courted to work for the Office of Strategic Services (the precursor to the CIA) during WWII. While he's learning about his new job and what's expected of him, he meets Laura (Tammy Blanchard), a deaf girl whose exuberance about life is something he's never been around. Edward falls in love with her, but he quickly learns Laura is not the type of woman  conducive to his career. Before he can bat an eye, he's married to Margaret "Clover" Russell (Angelina Jolie), the daughter of Senator Russell (Keir Dullea). Supposedly, she knows about the kind of life Edward will lead and is expected to be mother, father and homemaker without asking many questions.

Delving further into his job to oppose the KGB, Edward soon realizes nothing is as it seems in the CIA. While he's quickly becoming one of the agency's top operatives, Edward's idealism about his country is questioned and in threat of dissipating completely. Years later, he discovers his part in building the super agency has come at a great price, mainly his marriage and the affection and understanding of his son, Edward Jr. (Eddie Redmayne).

For me, Matt Damon's performance is the biggest detriment to the film resonating. It's understandable that his character is a troubled and an obedient man, but throughout the movie Damon does nothing but solemnly stare at the camera. There's no emotional reaction to anything in Edward's life. Pride in his job, joy from his memories of his love with Laura, sadness that he and Margaret are like two strangers from opposite planets, frustration that what he thought was his job turns out to be hype -- anything along these lines would have helped engage the audience with his character. I have to feel that in addition to the misdirected script, part of the blame has to fall on De Niro, whose direction in his third film seems lacking the appropriate guidance.

Alec Baldwin, William Hurt, John Turturro, Billy Crudup, Michael Gambon and De Niro make up the various operatives in the agency, and although they cinch their roles, their efforts are lost in a quagmire of confusion. The only meat in this movie comes from the subplot with Edward's son -- which appears only for moments on screen and is soon overshadowed by more boredom.

Any story about the CIA, FBI, or covert operatives usually has a built-in audience, and if that film is well made and compelling, and features a notable cast such as this movie does, it can draw a bigger audience. Ambassador Holbrooke noted in his comments that we can't understand the present without understanding how we got here. Robert De Niro certainly intended for The Good Shepherd to accomplish that, but, sadly, this film lacks any heart, any surprises and left this moviegoer anxiously waiting for it to end.

(Released by Universal Pictures and rated “R: for some violence, sexuality and language.)

Review also posted at www.reviewexpress.com.