There are films where a good director can make a so-so script better. Other times, there are films where a good script bails out a director who is in over his or her head. It’s rare that both instances occur in the same film, but with Fair Game, that’s exactly what happens. Of course, it also helps that the film is expertly cast, keeping it grounded as a personal story of betrayal and eventual triumph.

Following the well-known true story of Valerie Plame (Naomi Watts) and her husband Joe Wilson (Sean Penn), the film tells how Plame, an undercover CIA officer was outed as such by Scooter Libby (David Andrews), Vice President Cheney’s chief of staff. This is all recent history and is common knowledge. What is less known is what happened in the months leading up to Plame’s outing and the aftermath of that one destructive act. While the film does bring some of these moments to light, it also spends just a bit too much time focusing on the events that have already been discussed to the point of exhaustion.

Doug Liman is not the name that would spring immediately to mind when deciding on a director for this story. His past output has been a mixed bag. Even his hits (Swingers, The Bourne Identity) have arguably been due to other factors, and not what he brought to the table. But to his credit, he brings a surprising immediacy to the first two acts of Fair Game. Doubling as the cinematographer, he employs a handheld camera for many of the sequences that feature Plame in the field, finding intelligence sources and persuading them to work with the CIA. It’s shown as nerve-wracking work that Plame handles with a detached cool. As the camera closes in on these moments, the tension is ratcheted up, making it clear that Plame was far from the desk jockey that White House officials tried to paint her as in the aftermath of her outing. Liman employs the same technique to enhance the urgency of Plame and her team as they try to turn Iraqi scientists into sources and eventually try to apply the brakes to the Bush administration’s rush to war. In many ways, it’s reminiscent of the visual approach taken for the series 24 — it just avoids the ridiculous yelling and histrionics, keeping everything grounded in controlled emotions and cool analysis.

Watts excels in these scenes, imbuing Plame with dignity and a quietly forceful personality. Her cool demeanor while working sometimes bleeds into her personal life, causing stress in her marriage and keeping her from intervening when Wilson launches into verbal tirades against friends when they don’t share his opinions. In the third act, as her world unravels, Watts displays what makes her such a terrific actress. She manages to hold on to the aura of dignity while allowing the pain, fear, and anger to slowly take over her performance. She’s not a woman who is used to being pushed around and it frustrates her to a breaking point, but she is incapable of showing that weakness to anyone, not even allowing her husband to see her face as she confesses to being broken.

Not surprisingly, Penn is the fire to Watts’s ice. But unlike some of his more outlandish performances (21 Grams, Mystic River), he never pushes Wilson into cartoonish territory. Wearing his arrogance as a badge of pride, he’s brash in his public demeanor but quiet and subdued at home. It’s clear that he loves the spotlight but is easily frustrated by the magnifying glass that accompanies it. He also nurses an inferiority streak as he tries to get a struggling business on its feet and has to watch his wife work a dangerous job as the breadwinner in the family. Penn understands these contradictions, and it’s a credit to his performance that he plays them all, never concerned about always being likable. His interpretation of Joe Wilson is a man who may be right but is still kind of a blowhard.

The opening and close of this movie is so strong that it’s a disappointment that the middle act, covering Wilson’s article and Plame’s outing, sags so badly. This isn’t completely the fault of Liman or the writers. The fact is that this part of the story is too well known and lacks any surprises. Watts and Penn pull it through with some fine acting, but I felt like I was watching a hastily put together TV movie about the events, rather than watching Plame and Wilson live out a nightmare.

Most of the surprises come in the third act revelations of the collateral damage done by exposing Plame’s identity. Informants she had been in contact with were placed in danger (since the film is told strictly from Plame and Wilson’s point of view, we never learn exactly what happened to any of her sources), and her marriage nearly ended under the intense media scrutiny and Wilson’s dogged attacks on the Bush administration. It’s at this point that Liman inexplicably pulls his camera back, viewing Plame and Wilson from a distance. Where his urgent visual style elevated the standard cloak-and-dagger story that makes up the first two acts of the film, his cold eye during the third act lets down a script that has started to dig into the tricky question of how far you pursue the truth when that pursuit is destroying your family. Liman’s choice didn’t ruin these moments, but I found it odd to change styles so drastically mid-film when that change offered no apparent impact.

Fair Game emerges as a solid film with some very good acting. As a testament to the courage of Plame and Wilson, it’s effective without ever turning them into saints or martyrs. But beyond the revelations of how much the situation affected their personal lives, it doesn’t illuminate much that was unknown about a shameful abuse of power.

Matt Wedge is a writer and film critic currently doing time in the suburbs of Connecticut.

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