Some plot spoilers are contained in this review.

Of all the films that arrived in late '06, Steven Soderbergh's "The Good German" was the one I was most looking forward to. Lo and behold, It has become the one by which I was most disappointed. And if you think that phrasing is awkward, the structure to "The Good German" is much worse. The experiemental mash-up of "Casablanca" intrigue and "Third Man" postwar malaise sounds good on paper, and indeed, it could've worked, but the script by Paul Attanasio–a writer who usually pens very good material–is remarkably and surprisingly flat. It thuds from the very beginning.

Even the opening titles are uninspired. White type over black that you can barely read. Soderbergh was probably suggesting an Italian neo-realist feel to the titles, but the layout–with the supporting actors listed in stairstep fashion and the retro Warner Bros., suggested a polished studio picture.

The flat, muddled feel starts from the very beginning when we meet George Clooney and Tobey Maguire. Clooney is a correspondent, whose presence in Berlin is to cover the Potsdam Conference, the global huddle that will draw the gameplan for the next big thing, The Cold War. It's a good premise in which to base your postwar espionage thriller. Instead, Clooney and Maguire try for some tough guy talk, but there's just something not clicking about it. I kept wanting to hear the patter of a 1940s movie, afterall. What we get instead is Tobey Maguire imitating Mickey Rooney saying the F-word whenever possible. Granted, Maguire's character is described as "a boy," but still, Berlin was supposedly his town. He knew all the ins and outs. Instead, Maguire looks like he fell off the army-issued turnip truck just moments before Clooney arrived. Maguire is so annoyingly phony, I was hoping he'd be killed off.

When he is bumped off, this signals the film's three act structure, based on the three principal leads' independent points of view. And you know it's a new pov when the dreaded mark of a bad screenplay, the thing called "Totally Unnecessary Voice Over", kicks in.

Things look up a bit with Clooney's scenes with Cate Blanchett, playing a mysterious German prostitute. Both are very good and convincing as 40s-era stars. Blanchett has the experience, having played Kate the Great in "The Aviator" while Clooney just looks like he could've been an MGM star. They even have fairly good chemistry together, but the script eventually kills it. The pace to this film is frustrating.

Aside from the script, I must fault Soderbergh on a few things. His daytime outdoor wide shots of the ruined Berlin are much too washed out. Granted, he may have done this to eliminate the need for a lot of CGI shots of wartorn Berlin, but it feels like he went too far. Moreover, he fails to create a sense of space, the understanding of where Cate's house is in relation to the rest of the city, for example. The few action scenes are lethargic and the music by Thomas Newman feels spread on, like cold peanut butter on cheap, white bread.

Aside from Cate and Clooney looking good, there are a few other highlights to the picture. One of the shadowy Russian characters looks a lot like Conrad Veidt, an amusing nod to the villain in "Casablanca." And there are some nice compositions in black and white. Soderbergh knows how to make pretty shots, especially in one sequence set in an abandoned movie theater. But pretty shots do not a good movie make. The highlight is Robin Weigart (Deadwood). She brings much needed energy and especially humor to the film as Cate's roomie and fellow streetwalker. If only the movie had some of her good-time on hard-times gal delivery.

"The Good German" is an interesting experiment from Steven Soderbergh, but it is an overblown, disappointing, lifeless wash out. It's not good.