"Get out, before you lose your soul." So says Michael Gambon's British agent to Matt Damon's American one in "The Good Shepherd," a movie that recounts the founding of the Central Intelligence Agency.

He might as well be telling it to American foreign policy in general. The time is World War II, and the way this film would have it, the event infected some of America's already festering elite with a will to secret power. Alternating between these flashbacks and the botched Bay of Pigs invasion, the film is also split between providing the events and the big picture. The better parts, the actual cloak-and-dagger stuff, are only sprinkled in between. This is a history of spying, not a spy movie — a fact we are reminded of whenever the movie skips the details of espionage in favor of the history lesson.

The history we're meant to learn is how Yale's secret society Skull and Bones infiltrated the booming nation's powerful foreign intelligence service in the midst of global conflict. We meet Damon's character, Edward, when the CIA tried and failed to lead Cuban resistors in the overthrow of Fidel Castro in the 1960s. Then we journey back to Yale in the 1930s, where he is invited to join Skull and Bones and is eventually recruited into the Office of Strategic Services at America's entry into the war. Later he is enlisted to help the formation of the CIA and its battle against the Russian KGB and the spread of communism.

As a history lesson, "Shepherd" is fairly interesting at first, based as it is on many real people (with the names changed). By way of social events and smoky alleys, we are schooled in a little-discussed history of our nation, and we are introduced to a host of future busybodies of America.

Damon is fine as a tight-laced and tight-lipped agent, and he's helped by a supporting cast that includes Gambon, William Hurt, Billy Crudup and John Turturro. This is a star affair, with hardly an American role bereft of a big name, but they didn't need Alec Baldwin, who is overexposed as a character actor, or Angelina Jolie, who is miscast as Edward's young wife. (She'd be miscast as anyone but Caligula's wife.) Perhaps because she's such a star, Jolie's part is also given undue weight. We can appreciate that Edward's laconic personality would strain his private relationships, but it's difficult to say what the movie gains by showing it. Like the attention paid to his modeling hobby, the husband-and-wife arguing eventually becomes a head-scratcher.

A similar question mark hangs over other relationships too, like the inclusion of Joe Pesci as an aging organized crime boss approached by Edward to help deal with Castro. (How is never made entirely clear. Ironically for this movie, we're often not given enough information. Unless you've done some reading beforehand, expect to be at least occasionally left in the dark.) There's only this one scene, and it's easy to wonder if it was included because of director Robert De Niro's personal friendship with the actor, or just to give it a mob movie cred. A television ad, quoting some critic, actually calls the film "'The Godfather' of CIA movies." The scene does afford Damon one of the movie's best lines, and helps his metamorphosis into an essentially amoral, unlikable lead, a rare creature in an American movie. But "The Godfather" is only a good comparison to show what "Shepherd" is lacking.

Everyone remembers the killing of the gangster rival and his police captain escort after watching it in "The Godfather." We see exactly how they instruct Michael Corleone for the act, the type of gun they give him, where it's hidden, what he's supposed to do afterward — everything. That kind of bit-by-bit construction is frequently missing in this movie. Action is glossed over, and you feel that the movie is — even if skillfully — only ticking off the events while reaching at some big but elusive meaning.

By the end, we're somewhere in Africa, in search of some grand significance. Instead of a nail-biting ending, we're treated to symbolism, something about American xenophobia and an interracial marriage. If the CIA eventually lost its way, so did the movie about it. You'll enjoy parts, but don't be surprised if you find yourself secretly spying at the time on your cell phone. (R) 167 min. ** S

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