"I'm engaged in treason," snaps the guy with the eye patch and the Nazi uniform. "Can I count you in?"

That's certainly what Tom Cruise is hoping this yuletide: for audiences to plunk down their dollars and join the movie star and his (mostly) British friends as they goose-step around with great urgency, conspiring to assassinate one intensely paranoid dictator.

But the history books have already supplied

Valkyrie's

spoiler: the 1943-44 plot by this group of German officers and aristocrats to kill Adolf Hitler failed. The Fuhrer did his own self in in 1945, when it became apparent that he had lost the war. And so, director Bryan Singer

is faced with a daunting challenge: How to keep the suspense taut, the action absorbing, when it turns out that Col. Claus von Stauffenberg (Cruise) and his nervous Nazi gang bungled the coup?

Talk about impossible missions.

What's surprising about

Valkyrie

, though, after the bad press, the release-date changes, the turmoil at Cruise's boutique studio, United Artists, and the production flaps in Germany (where Cruise's religion, Scientology, is deemed a cult), is that the film isn't half bad. It's certainly not the unwitting laugh riot that many (me included) expected.

Shot in a style that harks back to '40s thrillers (lots of close-ups and askew angles), and featuring serious-minded character work by Kenneth Branagh, Eddie Izzard, Bill Nighy, Terence Stamp and Tom Wilkinson,

Valkyrie

manages to drum up a fair degree of tension. That it ultimately becomes too much to follow - - well, a diagram with the cast of characters, their job descriptions and allegiances, would be a handy item for some enterprising soul to sell at the multiplex door.

Keeping track of who's doing what, who's not doing what they said they'd do, who's doing something else altogether, who's aborting this assassination attempt and why are they aborting that one - well, what's a noble Nazi going to do?

Valkyrie **1/2 (out of four stars)

Directed by Bryan Singer. With Tom Cruise, Kenneth Branagh, Bill Nighy, Tom Wilkinson, Carice van Houten and Terence Stamp. Distributed by MGM Pictures/United Artists.

Running time:

2 hours

Parent's guide:

PG-13 (violence, adult themes, profanity)

Playing at:

area theaters

Contact movie critic Steven Rea at 215-854-5629 or srea@phillynews.com.