The problem with the movie is directly attributable to the construction of the screenplay by Michael Frost Beckner and David Arata. They create a mesmerizing view of operations within the CIA, seething with intrigue as the new kids on the block try to outfox a retiring veteran named Nathan Muir (Robert Redford).

But every time the story catches fire, the script switches to very long flashbacks that are confusing and never give us any reason to care about the people involved. These mind-numbing incidents effectively throw water on the story, causing it to smolder.

The plot concerns a rogue agent, Tom Bishop (Brad Pitt), who has been captured by the Chinese while trying to extract a prisoner. The CIA has 24 hours to obtain his release or he will be executed. They pull in Muir on his retirement day -- how many times have we seen that in the movies? -- so that he can give background on Bishop, whom he recruited and trained. The largely unnecessary flashbacks show Bishop's operations in Vietnam, Germany and a painfully long incident in Beirut.

Redford, last seen even more impressively in THE LAST CASTLE, is great in SPY GAME and easily acts circles around Pitt. Redford is good in the long, rambling flashbacks, even though the episodes themselves serve mainly to waste time. Back at CIA headquarters, Muir chews up the opposition, led by young hotshot Charles Harker (Stephen Dillane). Muir isn't just one step ahead of his coworkers, he's miles ahead.

The script loves lines that mean the exact opposite. "If you go off the reservation, I will not come after you," Muir lectures Bishop at an improbable meeting set on a rooftop. As soon as he says this, you know that Muir will risk everything to rescue Bishop. Actually, the script telegraphs where it is going from the beginning so this line doesn't represent much of a revelation.

Towards the end, the script begins to run out of gas until it gets to the CIA task force's final comeuppance by Muir as he completely outwits everyone. After Muir's last brilliant stroke, he can't think of anything better than a clichéd, "Do you remember when we could tell the good guys from the bad?" At a time when it is clear that our country desperately needs a much larger and more aggressive spy agency, SPY GAME seems awkwardly dated.

SPY GAME runs way too long at 2:06. It is rated R for "language, some violence and brief sexuality" and would be acceptable for teenagers.

My son Jeffrey, age 12, gave it **. He liked the action at CIA headquarters but found the flashbacks too long and uninteresting. Overall, he thought the story was just too predictable and needed to be set more in the present.