Brandt - marvelously played by Blanchett, who transforms herself into a haunted creature traumatized by World War - has motives and secrets of her own. To make matters worse, the Russians and Americans are both trying to capture her husband Emil (Christian Oliver), due to his involvement in a German rocket program conducted at a concentration camp. Lena, however, insists that he is dead.

The movie spotlights lights up these characters like an old glamour photo, letting them slowly stake out their emotional territory. But Clooney shows that he is no Bogart; rather he's more like Joseph Cotten in "The Third Man," always blundering into situations he doesn't quite understand. Maguire, however, is a mix of every smirking, cut-the-corners B-movie noir guy.

With the lush, old-fashioned score, expressionistic angles, a morally compromised hero and an alluring femme fatale, Soderbergh and screenwriter Paul Attanasio bring us a very desolate view of the world. And because of that, the Good German feels, in the end, like a large-scale experiment in form over content, and style over substance. - A.J.