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Two good 

The Good German and The Good Shepherd feature the men who knew too much

The Good German and The Good Shepherd share more than similar titles and the same opening day. In effect, the two film's stories intersect in bombed-out Berlin in the aftermath of World War II, introduced with nearly identical newsreel footage. You half expect to see George Clooney's cynical military journalist and Matt Damon's icy young spymaster pass each other in the rubble-strewn streets.

Each steeped in espionage lore, The Good German and The Good Shepherd are serious films with serious flaws, intent on passing moral judgments on American policy overseas. Both, ultimately, turn out to be misdirected movies. Steven Soderbergh goes overboard in turning German into a pastiche of Hollywood's golden age, while Robert De Niro, taking a rare turn as director, never gives Shepherd a compelling point of view. One suffers from too much style, the other from not enough.

From its opening titles, The Good German pays homage to the tightly written star vehicles of the studio era, most obviously Casablanca and The Third Man. Clooney plays Jake Geismer, a tough-talking investigator in the Bogart mode, sent to Berlin to cover the Potsdam conference. Geismer also wants to track down his pre-war paramour Lena Brandt, a femme fatale that Cate Blanchett plays with Marlene Dietrich's accent and makeup.

German's most ingenious touch involves Tobey Maguire as Geismer's driver. Maguire perfectly captures the kind of fresh-faced sidekick performance of the era, enthusing over American apple pie and stickball. Behind closed doors, however, he turns out to be a violent, foul-mouthed black marketeer who abuses women and upends our expectations.

Soderbergh clearly adores the shadow play of German's black-and-white cinematography, but as the film continues, it seems increasingly confused as to whether it wants to salute classic films or expose their naiveté. Certainly it becomes more stilted the more it tries to look and sound like Casablanca. Clooney and Blanchett never generate an obsessive attraction for each other, and traction never takes hold in the plot about how Lena survived war-time Germany.

The silver-screen gloss also distances German from its contemporary resonances. A film about U.S. hypocrisies as part of Germany's occupying force should somehow echo the current U.S. occupation of Iraq. The Good German's script embraces complex plotting and ideas, but it may have seemed more relevant a year or two ago, when America had less consensus over the failures of the Iraq War.

The Good Shepherd also explores the spoils of World War II, with America getting the German scientists and Russia grabbing land. Shepherd focuses more closely on the home front, particularly the patrician, WASP power structure of the creation of the Central Intelligence Agency.

We follow two decades of cloak-and-dagger episodes from the perspective of a company man with the colorless name of Edward Wilson (Matt Damon). Shepherd begins with the fallout from the failed Bay of Pigs coup against Cuba in 1961, and cuts back and forth in time to track Wilson's amoral coming of age as an intelligence expert.

Shepherd hints that the old-boy network contains currents of seriously repressed sexuality. We first see college-age Wilson in drag, singing the Gilbert and Sullivan "Buttercup" song at Yale. The film suggests that the CIA stemmed from the secrecy and rituals of organizations such as Skull and Bones and other facets of America's aristocracy. With grand ambitions, Shepherd attempts to emulate The Godfather's use of Italian-American traditions and Mafia skullduggery to critique the American dream. Shepherd finds a moral hollowness in the corridors of power.

Eric Roth's screenplay frequently portrays Wilson betraying loved ones in the name of a vague notion of American duty. Damon looks too young for the middle-aged scenes, but you can see why he won the role. From The Talented Mr. Ripley to The Departed to the Bourne movies, it's frequently fascinating to watch Damon think, to see him unravel conspiracies or maintain false fronts. He's a natural secret agent.

Unfortunately, Wilson seldom seems to be more than an empty suit, as closed off as the ship in a bottle he frequently builds. Whether he spies on a college mentor (Michael Gambon) or throws over his girlfriend, Wilson never has pangs of conscience that appear any worse than indigestion. The character never has the "arc" of a Michael Corleone, who gradually, painfully abandons his ideals.

With such a cold central character, Shepherd seems to lack some kind of unifying mood, like the paranoia of Oliver Stone's JFK or the surreal, house-of-mirrors quality of Tom Stoppard's spy scripts. Under De Niro's direction, Shepherd falls repeatedly flat, with cryptic, coded exchanges sounding identical to the sarcastic small talk.

Some scenes hint at Shepherd's potential, particularly the mystery of a KGB defector, whom Wilson opts to trust -- until the agency brings in another Russian who claims to be the same person. Shepherd finds some stifled tenderness between Wilson and his young son, as well as some early heat with Angelina Jolie, who otherwise plays the thankless role of the overlooked wife.

Despite a stellar cast that includes William Hurt, Alec Baldwin and John Turturro, Shepherd makes a weary slog through the CIA's secret history. Even more than The Good German, The Good Shepherd's spy games leave the audience out in the cold.

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