BY LARRY CARROLL | Sitting in a crowded restaurant, you size up every patron and member of the wait staff, memorizing what they look like, what they're wearing, and who might be a threat to your operation. Since you don't want anyone to notice this cataloguing, you look into the reflections of shop windows, utensils and other things that surround you. As you order another glass of expensive scotch and make small talk, you contemplate the best way to kill a man while making it look like a natural death, then wonder whether the woman you seduced to get information has really been playing you all along. You're in a faraway land, surrounded by people with assault weapons that don't speak your language, but as the noose tightens and things get even tenser, you're never less than one step ahead of them. Your intellect and your training are the only two friends you can count on.

This is the reason why people go to see spy movies. At their best, they trick you into believing that you are the hero of the story, that your life is on the line and that you could be killed in an instant if you made one wrong decision. They make you sit on the edge of your seat and forget that there's no way that the filmmakers would ever kill off James Bond or Ethan Hunt or whoever the lead actor is. The new Robert Redford/Brad Pitt film "Spy Game" takes you to such a plain, where you feel like you're the spy and there is real danger all around you.

Redford plays CIA operative Nathan Muir, a man who refers to himself as "old school" and can remember the days when the good guys and the bad guys were clearly defined. It's his last day on the job in Washington, and he lovingly stares at the brochures for his tropical retirement destination. There's an unexpected speed bump in Muir's road to nirvana, however: his prize protege and former friend, Tom Bishop (Pitt), has been arrested in China after a failed mission. Bishop will be executed in 24 hours and Muir needs to decide what, if anything, he should do.

"Spy Game" takes place in 1991, during a day when Muir should be packing up his office but instead gets called before a group of high-ranking CIA officials who are trying to get any details they can on Bishop. Bishop's mission in China, they say, was completely unauthorized and they believe that he has turned rogue. Muir knows that his former apprentice, who he and his friends frequently refer to as "The Boy Scout", would never do such a thing. Muir also knows, however, that the agency has concluded that the risks in trying to free Bishop far outweigh any reason why they should help him. Basically, they're grilling Muir to get a reason to justify leaving him out in the cold.

The movie works because we get to learn so much about Redford's character, and what kind of life he has lead in order to last so long at such a dangerous occupation. He is a cold, heartless man who has often had to leave people to die, or betray those who trusted him, because otherwise it might compromise a mission. "If it ever comes down to you or a mark," Muir icily instructs Bishop, "send flowers."

While facing the committee of his superiors, Muir stalls for time by telling old war stories of how he met and trained Bishop over the previous sixteen years. This unconventional mode of storytelling is risky because you never actually see the two stars together during the day that the film takes place, but it is nevertheless effective because Muir's stall technique tells so much about the essence of these two men.

When the film returns to the day it is focusing on, you know so much about Muir's make-no-friends attitude and Bishop's idealistic insistence on succeeding while doing what's right that everything the pair does makes perfect sense. You can see why the two worked so well together, and you can see why their differences tore apart their collaboration. The big question, then, is how far will Muir go to help Bishop? At what point will he consider the mission (Bishop's life) to be compromised and not worth risking his own existence to save it?

Redford is cool in this movie. He's as cool as a Baskin Robbins delivery truck caught in New England's Blizzard of '78. As he smiles and charms his way around the office, picking up ID cards and smuggling folders, he employs all the CIA spy tactics that have been perfected during his many years on the job. Muir was clearly written for Redford, a pastiche of his quick-witted con man from "The Sting", his cool under pressure diamond thief in "The Hot Rock" and the patient, my-phone-is-my-weapon reporter from "All The President's Men". All are classic Redford roles, a list to which Muir should be added.

The resemblance between Redford and Brad Pitt is undeniable, and Pitt in many ways could be considered his generation's equivalent of Mr. Sundance. The look is there, the smile is there, the charisma is there, but this movie makes it obvious that there's a point where the similarities end. Pitt isn't the con man that Redford is, and he doesn't play intelligent nearly as well. It works in this movie, however, because Bishop plays to the strengths of Pitt. It makes sense that Bishop gets himself into trouble by stumbling into a situation that Muir would never dream of being in. It fits Pitt's persona that when Bishop sneaks into the dank, squalid Chinese prison at the beginning of the film and sees a deformed, beaten down inmate, he can't help but give the guy a piece of chewing gum. It's this charitable attitude which a spy cannot afford to possess, something that Muir tried unsuccessfully to make the kid drop, that comes back to haunt Bishop.

The person who may gain the most from this film is an actor named Stephen Dillane, who plays the hard-nosed CIA executive that wants to nail both Muir and Bishop. Up until now, he has never been in any films with a higher profile than "Two If By Sea", but here he goes toe-to-toe with Redford during several steely confrontations. Dillane's Charles Harker easily could have been played as nothing more than the butt of Redford's smarmy jokes, but instead he is smart and quick and a worthy adversary for Muir. His performance really brings the character to life.

The only real gripe I have with "Spy Game" is some of the directorial choices. Tony Scott ("Top Gun", "Crimson Tide") does a fine job of building the suspense and then tightening the vice as the film goes on, but he's stuck in the same mode here as he was in 1998's decent but too-glossy "Enemy of The State". His heavy-handed, relentless camera zooms on buildings get tired and knock you out of the trance that the movie puts you in at its best moments. Likewise, Scott employs a rock 'n' roll soundtrack that is invasive and often plays over the end of scenes that seem to just be getting started. You wish you could turn down the tunes and hear what Redford said at the end of that conversation you just watched.

Finally, but perhaps most significantly, the movie has an annoying love of freeze-framing an actor's face and posting graphics around it telling the viewers what time of day it is. It gets downright goofy at times, particularly when Muir is told that it's 8am, and then a few seconds later we dramatically see "8:02 am" flashed on the screen. At one point, the graphic awkwardly adds how many hours are left until Bishop's execution, but that's the only time we're told this out of ten or fifteen such time reminders. In a film that is so intelligently written and acted, if an audience can't remember the basic plot point that Bishop will die at 8am, then they surely will be lost on the rest of the film.

You can't check your brain at the door when you're watching this movie. You've got to be sharp. You've got to watch every detail of what's going on. And you can't trust anything that you're told. This is all part of the Spy Game.