(PART 1 OF 2)

On June 15, 1954, President Dwight D. Eisenhower authorized the CIA to launch an operation code-named PBSUCCESS, an attempt to overthrow the communist-leaning, reform-minded government of the small Central American nation of Guatemala. "I want you all to be damn good and sure you succeed," the president told his CIA director, Allen Dulles. "When you commit the flag, you commit it to win."

The CIA's "field" headquarters for the covert operation were on an abandoned Marine air base in Opa-Locka, Fla., in a suite of offices over a former nursery. In the dusty old barracks, determined men moved swiftly, impressive maps and a 40-foot chart lined the walls, phones rang, telexes chattered. To Richard Bissell and Tracy Barnes, the Ivy League-bred senior CIA operatives sent to supervise the attempted coup, it all looked like a smoothly run, crisply efficient organization.

Artful, quick, inexpensive coups d'etat: Here was a role for the CIA that really worked, or so Bissell and Barnes believed. At the time, Eisenhower was trying to cut back his military budget, which had been bloated by the Korean War. The Republican platform had made some grand statements about liberating the "slave states" of Eastern Europe, but Eisenhower and his secretary of state, John Foster Dulles, had no desire at all to go to war to deliver on this promise. "Eisenhower didn't trust the military," said historian Arthur Schlesinger Jr. "He knew too much about it." The CIA beckoned as a promising alternative. It was small, relatively cheap, elite, nonbureaucratic and, best of all for a political leader, deniable.

Secretary of State Dulles had made the most noise about rolling back the Iron Curtain. But he did not really believe his own rhetoric. He was content to contain communism, which seemed a large enough task in the early 1950s. The place it was growing fastest was in the Third World, where colonialism was giving way to chaos. He saw the CIA as a convenient tool that could stop the Red stain from spreading on the map. It was his personal action arm: All he needed to do was call his brother, Allen, the CIA director.

So the new battleground would be back alleys and restless barracks from Cairo to Havana. The Third World beckoned as an easier place to operate than the East Bloc. The communists were the insurgents, not the government. The Kremlin had long tentacles, but they became attenuated with distance; local communist movements were easier to penetrate than ones close to Moscow Center. Third World strongmen were already dependent on American and British companies to run their economies, and the services of many public servants south of the border and east of the Levant were for sale. By judiciously dispensing cash and favors, an American CIA station chief could gain the kind of power enjoyed by a colonial proconsul.

The odds for intervention seemed so encouraging that the men who ran the CIA overlooked one shortcoming: They knew almost nothing about the so-called Developing World.

In Guatemala, the CIA had pulled together a rebel "army" of 200 men, which it trained on one of Gen. Anastasio Somoza's Nicaraguan plantations. The chief CIA trainer was an American soldier of fortune named William "Rip" Robertson. The rebel commander -- the "Liberator" -- was a disaffected Guatemalan army officer named Carlos Castillo Armas. Robertson regarded his recruits as "10th rate" and sarcastically said that Castillo Armas "might make sergeant in the American Army." Tracy Barnes had his doubts about Castillo Armas, whom he called a "bold but incompetent man." But he tried to put a brave face on Castillo Armas's ragtag soldiers, calling them "the hornets."

On June 18, three days after Eisenhower's order, Castillo Armas, dressed in a checked shirt and driving his command vehicle, a beat-up old station wagon, pushed across the Guatemalan border with about 200 "hornets," whom he had met for the first time a week before.

Once the invasion began, the "Voice of Liberation," a phony radio station set up by the CIA, broadcast false bulletins, breathlessly reporting pitched battles and heavy casualties. The CIA front used classic disinformation techniques to start rumors and spread fear. "It is not true that the waters of Lake Atitlan have been poisoned," began one broadcast. "At our command post here in the jungle we are unable to confirm or deny the report that Castillo Armas has an army of 5,000 men."

Barnes and Bissell were back at CIA headquarters in Washington when the invasion began, fomenting insurrection via coded telexes to their operatives under cover in the field. The two men, who had been schoolmates at both Groton and Yale, were completely sure of their place and purpose in the world. Neither man had any experience with failure during a large-scale covert operation -- or, for that matter, much experience with failure of any kind. The secret war against Moscow was still in its infancy in the early 1950s. For young Ivy League activists at the CIA like Bissell and Barnes, there was still a sense of Big Game anticipation about the emerging rivalry with the Soviet Union. Having just won the Second World War against fascism, they were prepared to wage a larger, if more shadowy, struggle against Marxism. The battlefield, as well as the prize, was the entire world. For both the KGB and the CIA, Guatemala was, as Barnes had put it while recruiting an operative for PBSUCCESS , "an easily expandable beachhead, if you want to use the current term."

GEN. WILLIAM "WILD BILL" DONOVAN, the founder of the Office of Strategic Services, America's World War II spy agency, liked to hire Wall Street lawyers and Ivy Leaguers to commit espionage. "You can hire a second-story man and make him a better second-story man," Donovan explained, referring to the cat burglars sometimes employed by investigative agencies. "But if you hire a lawyer or an investment banker or a professor, you'll have something else besides." Donovan wanted a higher class of men; although the OSSers were teased for being socialites, they tended to be confident and intelligent. On the other hand, they didn't have much of a knack for, or experience with, the planning and execution of second-story jobs.

Donovan's hiring philosophy was embraced by the OSS's Cold War successor, the CIA. Its top ranks were filled with Wall Streeters, many of whom were OSS veterans, and academics from leading eastern colleges. They were especially visible -- at once admired and resented -- at the upper levels of the Directorate of Plans, the CIA's operations arm, also called the clandestine service, or, by reporters of a later era, "the Department of Dirty Tricks." Operating in secret, they were not public figures, though in their heyday, the 1950s and early 1960s, they were very powerful. Within the CIA, the men who ran the clandestine service were known for their courage and elan, as well as for their occasional recklessness.

More than three decades later, the style of covert action these men pioneered remains seductive to policymakers, even after the various CIA scandals over the years -- the assassination plots, the illegal break-ins, the betrayals by Kremlin mole Aldrich Ames. With encouragement from Capitol Hill and the White House, the CIA's new director, John M. Deutch, has called this autumn for stepped-up clandestine operations against post-Cold War threats like terrorism and nuclear proliferation. Secret operations can produce quick and useful results. But the long-term legacy can be sour. The CIA's intervention in Guatemala did not achieve democracy, but rather a string of repressive regimes. Few Americans were surprised last spring when a Guatemalan colonel on the CIA's payroll was linked to human rights abuses, including the death of an American. And last month, Deutch fired two senior agency officers and disciplined eight others for their handling of the reporting of the incident.

The ubiquitous meddling of the agency in its early years has created a permanent climate of suspicion in some parts of the world. Many foreigners -- and not a few Americans -- see CIA plots everywhere. Most of these conspiracy theories are pure fiction. But the culture that Bissell and Barnes helped create is still alive today in the CIA's Directorate of Operations, where the old boys still toast their secret coups, Guatemala prominent among them.

SOME HISTORIANS USE a corporate conspiracy theory to explain why the CIA sought to overthrow the government of Guatemala in 1954. The story, as it is usually told, begins in 1936 on Wall Street with a deal set up by John Foster Dulles, then a lawyer with Sullivan & Cromwell, to create a banana monopoly in Guatemala for his client, United Fruit Co. In 1952, Jacobo Arbenz Guzman, Guatemala's president, expropriated United Fruit's holdings. To get his company's land back, Sam "The Banana Man" Zemurray, the head of United Fruit, hired Washington lobbyist Tommy "Tommy the Cork" Corcoran. His case was sympathetically heard, in part because just about everyone in a position to do something about Guatemala was, in one way or another, on United Fruit's payroll. Both Dulles brothers had sat on the board of United Fruit's partner in the banana monopoly, the Schroder Banking Corp. The assistant secretary of state for inter-American affairs, John Moors Cabot, owned stock in United Fruit. (His brother Thomas had served as president of the company until 1948.) U.N. Ambassador Henry Cabot Lodge was a stockholder, and had been a strong defender of United Fruit while a U.S. senator. Ann Whitman, Eisenhower's personal secretary, was the wife of Edmund Whitman, United Fruit's PR director. Walter Bedell Smith, the undersecretary of state, was actively seeking a job with United Fruit and later sat on the company's board.

Against this capitalist juggernaut, the story usually goes, stood Arbenz, an idealistic reformer who wanted only to help the downtrodden peasants of his country. Arbenz posed no national security risk to the United States. His badly equipped, poorly led army of 6,500 men was incapable of threatening its neighbors, much less the colossus to the north. Arbenz was a leftist, but not really a communist, and he wasn't working for Moscow or trying to subvert other countries. His only crime was to threaten the profits of United Fruit.

There is some truth behind this explanation of the CIA's involvement in Guatemala during the 1950s, but it is not the whole story. For one thing, Arbenz "considered himself a communist, and with his few confidants, he spoke like one," wrote historian Piero Gleijeses. Guatemala was the one country in Central America willing to harbor communists, and agrarian land reform did pose an ideological threat to its neighbors. Arbenz was not a Stalinist or even a budding Castro. But he was not just a nationalist, either. He had the potential to be a useful client for Moscow.

Certainly, the top policymakers in Washington believed that Arbenz was a communist, or close to it, and that he posed a threat to the hemisphere. With or without United Fruit, Guatemala would have been a likely target for American intervention in the early 1950s. The prevailing view in Washington was succinctly stated by Tracy Barnes when he signed up David Phillips, a CIA operative, to join the Guatemala operation. In his agency memoir, Night Watch, Phillips quoted Barnes's recruiting pitch:

"It's not just a question of Arbenz," Barnes explained. "Nor of Guatemala. We have solid intelligence that the Soviets intend to throw substantial support to Arbenz . . . Given Soviet backing, that spells trouble for all of Central America."

Barnes believed what he was saying; he was not being cynical. After churning out pages of urgent warnings about global communism for the CIA's Psychological Strategy Board in 1952, he had convinced himself; his views were generally shared by his friends and colleagues. "Tracy and I were not concerned with an ideological debate over whether to do it," Bissell said later. "Just how to do it." Barnes and Bissell were activists, and overthrowing a foreign government was action on a dramatic scale. "Tracy was so relieved he could actually do something," said his wife, Janet.

Barnes and Bissell were not Allen Dulles's first choice to run the Guatemala operation. Dulles had asked Kermit Roosevelt, a grandson of President Theodore Roosevelt who had recently engineered a successful coup in Iran, to reprise his feat in Central America. But Roosevelt demurred. For a coup to be successful, he told Dulles, the army and the people have to "want what we want." He doubted that the Guatemalan peasants wanted what United Fruit wanted.

In later years, the CIA's work in Guatemala would be regarded as a model of tactical success, of agency cunning and mastery of covert action. To the participants at the time, however, it was a near disaster saved by good fortune, the willingness to take risks and the cravenness of the opposition.

The CIA had tried and failed to lure Arbenz out of power by offering him a Swiss bank account. The agency also considered assassinating Arbenz, but didn't want to make him a martyr. If the CIA couldn't bribe Arbenz or kill him, perhaps it could scare him out of office. The CIA's records do not disclose who first suggested the idea, but the concept, first contemplated in the fall of 1953, closely mirrors the World War II experiences of the operation's co-supervisor, Tracy Barnes.

Barnes had worked on Wall Street for Carter, Ledyard, the blue-stocking law firm. He was hired into the OSS during the war by John Bross, the senior prefect in Barnes's class at Groton. "Tracy came to me . . . looking for something active," Bross later wrote in a private memoir. "If we couldn't give him some kind of combat service, he was going to get a job as a waist gunner in the air force." Bomber crews over Germany at the time had about the same life expectancy as sailors on the Murmansk run. "I rather got the impression that he wanted specifically to look death in the eye," wrote Bross. Barnes's classmate got him assigned to the Jedburgh program, training commandos to drop behind German lines and link up with the French Resistance. In Peterborough, England, Barnes was instructed by British commandos in the black arts: how to blow up a bridge, code a message, operate a radio, forge documents, and silently strangle someone from behind.

On August 5, 1944, Barnes parachuted into France, breaking his nose on the airplane hatch as he jumped. Attacking along with only one other commando, he convinced a garrison of Germans holding a little town in Brittany that they were under siege from a superior force. Barnes accomplished this trick by racing about on the outskirts of the village firing weapons, setting off explosions and generally making a ruckus. The frightened Germans fled.

In Guatemala, the CIA set about to play essentially the same trick on a grander scale. The CIA would recruit a small force of exiles to invade Guatemala from Nicaragua. They would pretend to be the vanguard of a much larger army seeking to "liberate" their homeland from the Marxists. By radio broadcasts and other propaganda, the insurgents would signal a broad popular uprising. Fearing a revolution, Arbenz would throw up his hands -- like the frightened Germans -- and flee.

The key to shocking Arbenz, Barnes and his psychological warfare staff believed, was air power. The Guatemalan air force consisted of a few light training planes and 300 men. If the insurgents could get control of the skies and bomb Guatemala City, they could create panic. Barnes set about creating a small pirate air force to bomb Arbenz into submission. An odd-lot fleet -- six aging P-47 Thunderbolts, three P-51 Mustangs, a Cessna 180, a PBY naval patrol bomber and a P-38 Lightning -- was smuggled into neighboring Nicaragua under the cover of military aid to the Somoza regime. To fly these planes, the CIA recruited soldiers of fortune like Jerry DeLarm, a former skywriter who owned an automobile dealership in Guatemala City and who liked to put a .45-caliber pistol before him on the table when he spoke to a stranger.

This entire operation was supposed to be highly secret -- deniable by the U.S. government. But Gilbert Greenway, who had been assigned to help locate air crews for the operation, recalled that "Tracy was very lax on security. We were going to hire crews with very little cover. He was in such a hurry that he wanted to hire people without any security checks, a flagrant security violation. He just wanted to get going." Greenway balked, but Barnes insisted. "Oh, go ahead," he urged. In the end, the cover for the pilots was pretty flimsy: Many of them were hired from a Florida flight school owned by Greenway's brother-in-law.

One of Barnes's recruits for the Guatemala operation was E. Howard Hunt. Hunt would work for Barnes for most of his CIA career, sometimes to Barnes's detriment. A graduate of Brown University, Hunt regarded himself as Barnes's social peer, but others did not share this estimation. Hunt was at once devious and melodramatic. He successfully moonlighted as a part-time author of spy thrillers; he wrote dozens of them under various pseudonyms. Barnes signed him up to be chief of propaganda for the Guatemala operation.

David Phillips, a charming if unsuccessful actor who had drifted into the CIA when he could not make it on Broadway, was put in charge of the phony Voice of Liberation to make clandestine radio broadcasts into Guatemala. Its slogan was "Trabajo, Pan y Patria" -- Work, Bread and Country. Phillips hired a couple of Guatemalans -- "Pepe" and "Mario" -- to write stirring calls to arms. The idea was to prepare the proper psychological climate for the revolution.

Phillips was a smart man -- more grounded than Hunt -- and he was perceptive about the conflicts roiling below Barnes's unflappable exterior. As he was being recruited by Barnes, Phillips asked him, "What right do we have to help someone to topple his government and throw him out of office?" Barnes "ducked" the question. "For a moment," Phillips wrote later, "I detected in his face a flicker of concern, a doubt, the reaction of a sensitive man."

The CIA's Berlin station chief, Henry Heckscher, was brought back and sent to Guatemala City disguised as a coffee buyer in a straw hat and dark glasses. Heckscher tried, without much success, to penetrate Arbenz's army and turn the officers against the president. He did manage to recruit one member of Arbenz's planning staff, who turned out to be a useful spy.

Before the "hornets" being trained in Nicaragua could be set loose, the United States needed some justification to make clear to the world and the Guatemalans that Arbenz was a dangerous communist. The CIA tried to contrive evidence by planting caches of weapons -- fraudulently stamped with the Soviet hammer and sickle -- along the Guatemalan coast. The discovery does not seem to have caused much of a stir. But then Arbenz played into Washington's hands.

In January 1954, according to the CIA's still-secret history of the operation, a Panamanian double agent had revealed that the CIA was plotting against Arbenz. This betrayal might have blown the whole operation. But Arbenz overreacted. Precisely because he feared an attempt by "los norteamericanos" to overthrow him, the Guatemalan president went shopping for communist reinforcements. Through his spy on Arbenz's staff, Heckscher learned that Arbenz had ordered an entire shipload of weapons from Czechoslovakia, to be shipped from Poland aboard the freighter Alfhem.

The CIA tracked the Alfhem all the way to the Guatemalan port of Puerto Barrios, where it docked in mid-May 1954. At first the CIA's chief of clandestine operations, Frank Wisner, was angry that the U.S. Navy had failed to intercept the freighter -- until he realized that the shipment of 200 tons of communist weaponry was just the excuse the United States needed to intervene.

Surreptitiously, Rip Robertson and a band of his hornets tried to stop the shipment before it reached Guatemala City. Their plan was to destroy a railroad trestle just as the Guatemalan freight train carrying the weapons rumbled across. But the dynamite did not explode; a downpour had drenched the fuses.

It did not really matter; the weapons were of limited used to Arbenz. The World War II vintage machine guns did not work and the antitank weapons had no utility in a region that had no tanks. But they gave the State Department cause to fulminate. The American ambassador to Guatemala, John E. "Jack" Peurifoy, had been handpicked by Wisner to work with the CIA. A flamboyant figure who paraded around the embassy in a jumpsuit with a shoulder holster, sporting a green Borsalino hat with a feather on his head, Peurifoy demanded an audience with Arbenz and cabled home that if the Guatemala leader was not actually a communist, "he'll do until one comes along." The White House denounced Guatemala as a Soviet bastion and the Pentagon shipped 50 tons of small arms to the exile "army" of Castillo Armas.

The American press played along with this charade. It simply ignored Arbenz's cry that the CIA was plotting against him. Most reporters accepted uncritically whatever American officials told them, and if they didn't, their editors did. Dispatches from Time magazine reporters in Guatemala, generally sympathetic to Arbenz, were rewritten at the magazine's editorial offices in New York to take a hard line against the Guatemalan government. The editor-in-chief of Time Inc., Henry Luce, was a friend of Allen Dulles, and the reporters strongly suspected government intervention. The most naked -- and successful -- attempt to control the press came at the New York Times. The dispatches of Sydney Gruson, the Times's man in Mexico City, seemed overly influenced by the Guatemalan foreign minister. Since the Times reporter was taking the wrong line, Wisner suggested to Dulles that the CIA try to silence Gruson. As a "left-leaning" emigre who traveled on a British passport issued in Warsaw, Gruson was a "security risk," Wisner argued. The necessary phone calls were made, and -- as a patriotic gesture -- New York Times publisher Arthur Hays Sulzberger ordered Gruson to stay out of Guatemala, just as Gruson was about to launch an investigation of Castillo Armas's army.

Wisner was able to control the press, but he was nonetheless full of doubts. He had initially opposed the creation of a CIA-backed rebel air force -- even threatening to resign -- for fear that it would blow the agency's cover. After the Panamanian double agent informed Arbenz of the CIA plot, Wisner considered aborting the operation, but Dulles decided that the agency was already committed. Then the agency discovered electronic bugs "similar to the jobs the Russians used" -- including a microphone in the chandelier -- in the U.S. Embassy in Guatemala City. Wisner wrote a memo to file, stating that the operation "appears to be rather naked . . . Several categories of people -- hostile, friendly and neutral' -- either know or suspect or believe that the U.S. is directly behind this one and, assuming it proceeds to a conclusion, will be able to tell a convincing story." To try to "quiet" the operation, Wisner briefly suspended "black" flights of arms and other supplies to the hornets.

Barnes tried to calm nerves at the operation's Opa-Locka headquarters. He traveled to the barracks accompanied by his old schoolmate, now his CIA colleague, Richard Bissell. In his role as a special assistant to Allen Dulles, Bissell had been dispatched as a kind of "eyes and ears" for the director, to report back to Washington on how this bold and highly sensitive operation was progressing.

Owlish and clumsy, Bissell made an unlikely James Bond. But he was intellectually domineering and bold, physically as well as mentally. As a Yale undergraduate, his unsanctioned sport was climbing over the steep-pitched roofs of the gothic halls at night -- "criminally dangerous," he later conceded. Though unknown to the public, he was regarded as one of the brightest young men in government. He was the hidden genius behind the Marshall Plan in the late 1940s, and in later years at the CIA, he developed the U-2 spy plane, eventually becoming chief of all covert action. It was Bissell who masterminded the agency's assassination plots and hired the Mafia in a fruitless attempt to eliminate Fidel Castro in the early 1960s.

At operation headquarters in Florida that June 1954, Bissell was thoroughly impressed with what his Groton classmate had helped create. He later recalled that both he and Barnes admired the military plans and operations. Neither of them had ever been before in a military headquarters on the eve of battle, and their experience with paramilitary operations was entirely theoretical. That was about to change. (END PART 1 OF 2)