The main problem with The Good Shepherd is its director. Robert De Niro is a great actor, and he had the money to hire a professional cast and crew, but he doesn’t have a good sense of how to edit or how to pace a movie. The Good Shepherd, which stars Matt Damon as Edward Wilson, a loosely fictionalized version of the CIA’s legendary counter intelligence director James Jesus Angleton, runs close to 3 hours. Robert De Niro, to quote William Faulkner, needs to learn how to “kill his darlings.” He casts Joe Pesci as Joseph Palmi, an Italian American mob boss based on Sam Giancana, simply to cast Joe Pesci. Palmi’s character does nothing to develop the plot, and is dropped almost as quickly as he’s introduced. De Niro’s two brief cameos as a thinly fictionalized Wild Bill Donovan — the Army Air Force hero who founded the OSS — are equally forgettable. De Niro, and screenwriter Eric Roth attempt to stuff the entire history of the CIA from 1945 to the Bay of Pigs into one feature length movie. The unfortunate result is that unless you already know the entire history of the CIA from 1945 to the Bay of Pigs, The Good Shepherd will often be confusing, frustrating, and at times downright incomprehensible. A good screenwriter can tell a complex story in a two hour movie — The Big Short is an excellent example of one that does — but that’s not what The Good Shepherd does. If it were anybody other than Robert De Niro, the critics would have simply called it “bad writing.”

So should you watch it?

The answer is “yes and no,” yes if you know something about James Jesus Angleton, Alan Dulles, Kim Philby, and the Bay of Pigs, but no if you don’t. If you can follow the plot, The Good Shepherd is an often fascinating study of the people the Columbia University sociologist C. Wright Mills once called “the power elite,” the unelected class of Wall Street bankers, lawyers, Pentagon warlords, chief executives, and intelligence officers who manipulate politics from behind the scenes. There is revealing moment, for example, in the brief exchange between Edward Wilson and Joseph Palmi. Wilson, who has discovered that Palmi had actually been born in Italy, and that he had never been naturalized as a United States citizen, has come to strong arm him into doing an favor for the CIA. We don’t learn exactly what Wilson, who goes by the name of “Mr. Carlson,” wants from Palmi. It’s probably part of a plot to kill Castro, but their conversation never spells out the details. De Niro is far more concerned with the cultural conflict between two very different members of two very different criminal gangs.

“Let me ask you something,” Palmi says. “We Italians, we got our families and we got the church. The Irish, they have the homeland. The Jews, their tradition. Even the niggers. They’ve got their music. What about you people, Mr. Carlson? What do you have?”

“The United States of America,” Wilson responds. “The rest of you are just visiting.”

Joseph Palmi and Edward Wilson are talking right past each other. By “you people” Palmi means WASPs, white Anglo Saxon Protestants, but Wilson would never acknowledge a poor Appalachian coal miner or a Midwestern farmer as one of “his people.” Throughout The Good Shepherd, Wilson, and his colleagues at the CIA overthrow sovereign governments, have their political opponents murdered, drug and waterboard suspected enemy agents, and even spy on and betray one another, all for the good of their country. But what is their country? As the movie unfolds, we begin to see that what Wilson calls The United States of America is really the top one percent of the United States of America, the owners of the plantation, not their guests, or their slaves. How much did it benefit the American people, for example, to overthrow Arbenz in Guatemala or Mohammad Mosaddegh in Iran? The answer would be “not at all,” but it certainly benefited British Petroleum and the United Fruit Company. De Niro and Eric Roth, sadly, don’t have much of a class analysis. The Good Shepherd is a liberal morality tale about how power corrupts members of the elites. What’s more, it’s also something of a whitewash. Nowhere do we see Edward Wilson, or Philip Alan, a loosely fictionalized Allen Dulles, help launder the assets of Nazi industrialists or arrange for the safe passage of suspected war criminals to South America, both of which the CIA did in the 1930s and the 1940s.

Nevertheless, almost in spite of himself, The Good Shepherd gives Joe Palmi, a character who has all of 2 minutes of screen time, the last word. Robert De Niro, a veteran of two Godfather movies, Goodfellas and Casino, finds something deeply cold and sinister, something downright unsettling, in Edward Wilson and the WASP gangsters who get “tapped” at Yale to join Skull and Bones, the elite secret fraternity which also counts George W. Bush and John Kerry as members, and end up running the CIA and the State Department. “We Italians, we got our families and we got the church,” Palmi says, and indeed, as bad as Michael Corleone and “the family” were, they were, at least, recognizably human. They were motivated by lust, greed, the love of power, rage, jealousy, but never a cold, robotic, unquestioning sense of duty to a an elite masquerading as the United States of America. “What about you people Mr. Carlson. What do you have?” In truth, and deep down inside Edward Wilson knows it, he and his people have nothing. To be more accurate, he throws everything way. First he abandons Laura, his true love, to marry Margaret, the daughter of a United States Senator played by Angelina Jolie. Then he abandons her too, first to fight the war in Europe, and then after that war is over to fight the Cold War against the Soviet Union. Then he destroys his own bloodline

At the beginning of The Good Shepherd, after the failure of The Bay of Pigs operation, Wilson begins to suspect that someone inside the CIA had leaked the plans to the Soviet Union. He has one clue, a blurry film of a man and woman making love, and garbled soundtrack. As the movie flashes back and fourth between the past to the present, as it tells the story of Wilson’s rise from poetry student at Yale through Skull and Bones, the OSS, and finally the CIA, Wilson and his team of counter intelligence experts analyze the film. Eventually they trace it back to a hotel in Kinshasa, in the Republic of Congo, the same country, not incidentally, where the CIA arranged for the murder of Patrice Lumumba, the first democratically elected President of the troubled Central African country. To his horror, Wilson realizes that the leak came from his own 23-year-old son, Edward Wilson, Jr., an emotionally unstable young man who, against his mother’s wishes, had followed his father’s path through Skull and Bones into the CIA.

The younger Wilson, who might as well be called the “Fredo” of The Good Shepherd, had carelessly let slip the plans for the Bay of Pigs Operation to his African fiancée, who, unknown to himself, is also a Soviet agent. “Ulysses,” a Soviet master spy, had managed to infiltrate Wilson’s inner-circle at the CIA, identify, and target his family members. He gives Edward Wilson Sr. a choice, his country or his family, agree to become a double agent for the Soviet Union inside the CIA, or watch his son be exposed as the dupe who destroyed the American effort to launch a successful coup against Fidel Castro. Edward Wilson, of course, chooses his country. He assures his son, who genuinely believes that his Soviet handler loves him, that he will accept the young woman into the family. He rolls up Ulysses’ network inside the United States. He plants his own mole inside the KGB. Finally we watch in horror as he orders his son’s fiancée thrown out of an airplane, Argentinian dirty war style, several thousand feet to her death. As in The Godfather, all the family’s business has been settled, but with a difference. After the younger Wilson tells his father his fiancée had been pregnant, and we see the empty look in the older man’s eyes, we realize that the Wilson family is no more.

Edward Wilson has murdered his own grandchild.