Funny how spy movies are suddenly getting better and better. "Casino Royale" is sheer nonsense, of course, but the filmmakers take James Bond back to his roots in blood and sweat rather than CGI. "The Good Shepherd" and now "Breach," based on actual CIA and FBI history, meticulously scrutinize the real world of spies to draw scary portraits of deadly, unpleasant people. "Breach" covers a tight, nerve-racking window of two months, when a low-level FBI employee -- not even an agent yet -- had to lure the most notorious traitor in bureau history from deep cover.

The FBI arrest of Robert Hanssen in February 2001 was splashed on the nightly news, but a key element remained classified and never found its way into the instant books that followed: Agent-in-training Eric O'Neill, handpicked to be Hanssen's clerk, played a large role in bringing down his boss. (One version of the story has already been told in the 2002 telefilm "Master Spy: The Robert Hanssen Story," written by Norman Mailer, no less.)

In this film, everything comes down to the acting. Chris Cooper, one of our finest screen actors, gets inside the mysterious traitor, whose true motives might never be known -- even to himself. Ryan Phillippe has just the right gung-ho determination tempered with a touch of naivete as O'Neill. Meanwhile, Laura Linney nails the role of a career agent who has sacrificed everything for a job whose ideals grow more vague with each passing month. With this solid cast, "Breach" should appeal strongly to male adults and possibly beyond if given strong marketing that emphasizes the true nature of these crimes and betrayals.

Writer-director Billy Ray feels handpicked for this assignment too. He co-wrote "Flightplan," a thriller aboard an airliner, and wrote and directed "Shattered Glass," a story of a different kind of real-life betrayal about a New Republic staff writer who fabricated stories. There are several sequences of high tension in "Breach," but the key is that over that two-month period the betrayals cut both ways: Hanssen is one of the worst betrayers in U.S. history, yet such is his esteem for personal loyalty that he may well kill Eric should he discover his "disloyalty."

Ray and writers Adam Mazer and William Rotko, who wrote the early drafts, apparently stick pretty close to the facts of the case. But the film starts off on an odd note when Eric, pulled from a routine surveillance assignment, is told to spy on his new boss because he is a sexual deviant who might embarrass the bureau. His handler, special agent Kate Burroughs (Linney), comes clean when Eric complains that Hanssen is too devout a Catholic, loving grandfather and gruff straight arrow to be a porn fiend. (Curiously, he actually was, certainly the least of his sins.)

The movie boils down to a character study where the stakes couldn't be higher. Eric must figure out this enigma of a man whose strongly held beliefs and sentiments seemingly run counter to his secret life. Hanssen declares his greatest ability is that he can "read" people. Will he read the spy planted in his midst? What damage will this assignment do to Eric's relatively recent marriage to his wife (Caroline Dhavernas), who is not so crazy about all this Catholic mumbo-jumbo from these two men?

Ray and cinematographer Tak Fujimoto play all this against a backdrop no fictional spy movie would ever tolerate -- drab, florescent-lit corridors and a spartan office, Eric's cramped apartment, Hanssen's larger, overstuffed home and an occasional respite on the wintry streets of Washington, D.C. It's more claustrophobic than "Flightplan," more suffocating than being in prison, and we never know if or when one "prisoner" might act against the other with deadly intent.

Universal Pictures
Universal Pictures and Sidney Kimmel Entertainment present an Outlaw/Intermedia production
Director: Billy Ray
Screenwriters: Adam Mazer, William Rotko, Billy Ray
Story by: Adam Mazer, William Rotko
Producers: Bobby Newmyer, Scott Strauss, Scott Kroopf
Executive producers: Adam Merims, Sidney Kimmel, William Horberg
Director of photography: Tak Fujimoto
Production designer: Wynn Thomas
Music: Mychael Danna
Co-producer: Jeff Silver
Costume designer: Luis Sequeira
Editor: Jeffrey Ford
Robert Hanssen: Chris Cooper
Eric O'Neill: Ryan Phillippe
Kate Burroughs: Laura Linney
Juliana O'Neill: Caroline Dhavernas
Rich Garces: Gary Cole
Dean Plesac: Dennis Haysbert
Bonnie Hanssen: Kathleen Quinlan
John O'Neill: Bruce Davison
Running time -- 110 minutes
MPAA rating PG-13