The second half to this season's Good German Shepherd joke holds an experiment-in-waiting that may only be verified on DVD: Methinks this "untold" account of how the Central Intelligence Agency came to be -- a dry espionage drama where very little action occurs aside from bureaucrats meeting behind closed doors -- could be transformed into the untold story of a traveling salesman simply by muting the sound.

An unwarranted 160 minutes' worth of epic impassivity unfolds at the hands of Robert DeNiro (his first directorial credit since 1993's A Bronx Tale) without a lick of style as The Good Shepherd skips around the decades in the life of one of the CIA's founders, a stone-faced lad named Edward Wilson (Matt Damon, in a role loosely based on James Jesus Angleton). Beginning with the proverbial axe raised over Wilson's head in the aftermath of the Bay of Pigs Invasion in 1961, the film's pinballing timeline offers no justification for itself, as in the flashback to Wilson's Yale days in '39; the only direct connection between the naked mud-wrestling he takes part in for his Skull and Bones hazing in college and his repartee with CIA colleagues two decades later seems to be the consistently homoerotic vibe.

Shallowly edited by Tariq Anwar, the handful of parallel sequences are rarely justified with the pleasure of reveals. The unruly cavalcade of supporting characters and their disconnected subplots are given too little attention to properly marinate; Billy Crudup's left-field British agent especially suffers, and mentors-cum-villians like Sir Michael Gambon and William Hurt (the latter introduced in secret files as a bad guy before his first appearance as a loyalist) all but fade into the background any time their significance comes too close to being developed. Further shooting itself in the foot, The Good Shepherd 's least memorable face is that of Wilson himself, so earnestly internalized that he's barely onscreen, and his motives are also strangely absent from Eric Roth's Munich-lite script. When he's plucked from Yale's secret brotherhood to join the Office of Strategic Services (the CIA's World War II-era precursor), we are left to assume that his poker-faced, everyman demeanor has been construed as trustworthy patriotism.

In the thick of Wilson's tenure, the measured care taken to avoid spy-novel clichés backfires, resulting in an awkward gluttony of intermediary scenes that bring us up to speed right after the covert operations and double-crosses; imagine if Casino Royale had been two hours of a sweaty, bloodied 007 sitting down with M to analyze the success of missions we never see. DeNiro's minor-key approach to deconstructing U.S. intelligence has potential; the subject matter is compelling and certainly relevant in our increasingly paranoid era (the line "It's against the law to spy on Americans" is a pulled punch gloved in liberal guilt). This attempted anti-banality, however, is predicated on telling rather than showing; any screenwriting professor worth his red pen would instead call the technique anti-cinematic. In the one instance where exposition could enlighten, we never learn why every three-piece mole (and subsequently, every movie-spy this film fails to subvert) squawks cartoonish codes like "There's a stranger in our house, sir," or asks shifty-eyed tailors for specific suits with the correct number of buttons to gain access to underground hideouts. Yeah, and the sparrow flies at midnight; why must you talk like that?

I will now mention co-star Angelina Jolie in the same spirit in which she's utilized in the film: as an afterthought. With relatively little screen time and not much to do as "the wife," the enjoyably miscast Jolie's command of the screen is too intimidating and inappropriately bold for the submissive neurotic she's playing. (Mind you, the scene where she essentially rapes Damon to trap him into fatherhood and marriage could only be credible when performed by someone as masculine as herself.) "What are you going to do, Edward, save the world?" she asks, embittered after raising their creepy son (played like Damien from The Omen by young Tommy Nelson, then as a whiny serial killer-in-training by Eddie Redmayne), on her own; both mother and son seem to exist only to add depth to the film's blank-slate protagonist.

Before The Good Shepherd ends, (and ends, and ends), Wilson is forced to make "the ultimate choice" between family and country when his son accidentally (and very predictably) endangers national security. Trust, honesty, democracy and patriotism are the words -- as opposed to the ideas -- set forth in a film that confirms the brilliance of an old Talking Heads lyric: It talks a lot, but doesn't say anything.