In

Breach

, based on the real-life case of FBI traitor

Robert

Hanssen

,

Ryan Phillippe

stars as

Eric O'Neill

, a wet-behind-the-ears agent who becomes Hanssen's assistant, his protege, and the guy who steals Hanssen's PDA and sneaks a look at his computer files.

O'Neill, fresh out of college, used his position as Hanssen's aide as a cover. His real job: report to the FBI on the man suspected of selling vital intelligence to the Russians.

"It really compelled me, this story," says Billy Ray, who directed Breach after directing another tale of epic deception - Shattered Glass, about Stephen Glass, who sold fabricated stories to some of the country's leading news outlets.

"I think liars are really interesting," says Ray, 43, in Philadelphia with O'Neill recently. "But truth-tellers are interesting, too. Both these movies, for me, are about integrity. They're about someone who's trying to do the right thing in a very difficult circumstance."

In Breach, opening Friday, that would be O'Neill.

Plucked from a surveillance unit, he was put in an office with Hanssen - played with a quiet, unsettling edge in the film by Chris Cooper. O'Neill led a double life, spying on his boss, whom he comes to respect - and, at first, can't believe is the mole. And O'Neill found himself living a huge lie at home; his Bureau contacts forbade him to tell his wife what he was doing.

The case - the greatest security breach in the country's history - was cracked in early 2001. The revelations shocked just about everyone in the FBI and the intelligence community at large.

"People were crying when he got arrested," says O'Neill. "These haggard, crew-cutted, blocky-suited, tough as nails, shoot-'em-and-they-get-up-and-shoot-you-back agents were just bawling when this happened. It was such a devastating thing. . . . It was like your best friend just had raped your wife and then your daughter and it was all on video."

In May 2002, Hanssen made a plea bargain: in exchange for cooperating with authorities, he was spared the death penalty and sentenced to life imprisonment without parole.

Only then did the FBI allow O'Neill - who had left the agency to become a lawyer - to tell his tale.

"I was sitting with my brother out in L.A. - he's an aspiring screenwriter and actor - and I told him the story," recalls O'Neill, 33. "He already knew that I worked on this big spy case and it was really important and it was going to be all over the media . . . but I was telling him what it was like to sit in a room with this guy, and that fascinated him.

"He put on his Hollywood hat and thought wow, that's a movie. Not the rest of it - the rest is a TV documentary. But the relationship between this young recruit and his mentor, who turns out to be a traitor, that's a movie."

So his brother hooked O'Neill up with Adam Mazer and William Rotko, two local boys (Northeast Philly and Chestnut Hill, respectively) who had set up shop as screenwriters in Los Angeles. They pitched the project around, and after a one-week flirtation with Leonardo DiCaprio (he decided to do The Aviator instead), the trio landed a deal with a production company. Then director Ray came onboard, and then Universal.

O'Neill soon found himself face-to- face with Phillippe, the New Castle, Del., actor of Crash and Gosford Park.

"I didn't have any official, contractual say in the casting," explains O'Neill, "but I put my trust in Billy, and Billy kept me involved. . . . He'd say, 'Your homework tonight is go see Crash. . . . Check out this Ryan Phillippe.' And I would, and then we'd have a long talk about it."

Phillippe and O'Neill, about the same age, hit it off. They went out drinking together. They'd talk on the phone.

"The end result was that Julianna, my wife, came to the set with me," he recalls. "We were watching some of the takes with Ryan and Caroline Dhavernas - who plays Julianna - and Julianna turned to me and said, 'Wow, that just gave me chills. Ryan is saying things that only you say. Did you tell him that?'

"I was like, 'No. We just hung out a little.'

"She said, 'That's creepy.' "

"Nuggets" onscreen. Jay Schwartz's Secret Cinema series has Lenny Kaye - the rock journalist-turned-guitarist/producer and Rock and Roll Hall of Fame inductee - coming to town Friday for a program called "Nuggets: Celluloid Artyfacts of Sixties Rock." Kaye will offer commentary between reels of vintage films of bands like the Thoughts, the Seeds, the Standells, the Zombies and other mod, pop and garage outfits of the mid-to-late 1960s.

"It's the moment in time right before the music blossomed into what would be known as progressive rock," Kaye said on the phone from New York this week. "It was an extremely local music that was on the verge of bursting into prominence.

"There's that sense of becoming about these bands, that the music is in the process of discovering itself, which I always find the most exciting moment in music."

Kaye, who coauthored Waylon Jennings' autobiography and wrote You Call It Madness: The Sensuous Song of the Croon, is best known for his collaboration over the years with rocker and poet Patti Smith. He and Smith just finished a new album, 12, a collection of covers, due out in April. Many of the songs - by Jimi Hendrix and Jefferson Airplane, among others - come from the period just after the "Nuggets" era.

"It's all mixed in there in the middle-'60s flowering of rock," he says. "In retrospect, it seems a time when a lot of things were happening quickly, and people were incorporating a lot of disparate elements into the music while still maintaining its Top 40, singles-y, three-minute hit-and-run thing. . . .

"I'm not that nostalgic a person, to be honest," Kaye adds. "But it's really great to see rock-and-roll at such an exciting moment. I'm looking forward to saluting it."

The Secret Cinema program includes "Girls in Short Short Dresses" (the Brit band the Thoughts, and mod designer Mary Quant); "The Ecstasy Is Sometimes Fantastic" (Toronto garage band Jon and Lee and the Checkmates); "The Nazz: Open My Eyes" (with Stewkey, the lead singer and keyboardist of Philly's legendary mod band the Nazz, in person with Kaye), and lots of clips of seminal '60s combos.

The "Nuggets" Secret Cinema event starts at 8 p.m. at Moore College of Art & Design, 20th & Race Streets. Admission $6. Phone: 215-965-4099. Web site: www.thesecretcinema.com.

Contact movie critic Steven Rea at 215-854-5629 or srea@phillynews.com. Read his recent work at http://go.philly.com/stevenrea.