RATING |

"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 - working from a busy screenplay cowritten by his Usual Suspects collaborator, Christopher McQuarrie - 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 Scientology, Cruise's religion of choice, 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 - resistance leaders squabbling, co-conspirators dropping the ball or losing their nerve, missed phone calls, smuggled missives, last-minute changes of plan - 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.

Singer showed an interest in things-Third Reichian with the creepy drama Apt Pupil (a Nazi war criminal in hiding), and his first X-Men (a concentration camp scene). Here, he goes all out: re-creating Hitler's hideaway in the Bavarian Alps, staging bustling comings and goings in Berlin and Munich, the cities' imposing edifices emblazoned with swastikas. Vintage Luftwaffe planes carry important men and important documents, while big Mercedes pick up and disgorge stern-visaged SS higher-ups.

The director lets his actors talk in their respective accents: the Brits British, Cruise in his clipped American, Carice van Houten (from Paul Verhoeven's World War II thriller, Black Book) in Dutch-tinged English. Van Houten plays Nina von Stauffenberg, wife of the colonel, mother to his children.

It's hard to say what she thinks of her husband's plot to topple the Fuhrer and his regime - there's not a lot of quality time between the two.

Valkyrie, which takes its title from a Hitler emergency plan craftily co-opted by the conspirators, begins with the profoundly disillusioned colonel writing in his journal on the sands of Tunisia. It is here, in early '43, that von Stauffenberg lost his confidence in his leader - and lost his eye, his right hand and several fingers on his left. This makes things tricky when, a few months later, he is required to trigger bomb mechanisms concealed in liquor bottles or leather briefcases. But that's not the least of his troubles.

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?

Contact movie critic Steven Rea at 215-854-5629 or srea@phillynews.com. Read his blog, "On Movies Online," at http://go.philly.com/onmovies.