Even when you make a movie out of a real event charged with natural drama, it's still a challenge to make it theatrical enough for the film media. If it's an important historical event, faithfulness to the facts can bog you down with detail, sapping drive and tension. Considering such difficulties, this Tom Cruise vehicle directed by Bryan Singer is better than expected--a wonderful, if insular, history lesson and a reminder of the sort of tyranny that could arise if world leaders aren't careful about who they do business with.

Director Singer, no stranger to mystery and suspense with his "The Usual Suspects," works from a carefully plotted script by Christopher McQuarrie to do justice to the final attempt on the fuhrer of Nazi Germany during the last year of his reign.

The Reich was losing men, machinery and the war itself. To more and more of the officer corp, Hitler was looking like a madman who had to be removed in order to salvage what honor might be left to a country that had unleashed such horror and decimation on the world. Attempts on the leader's life that seemed unfailable, failed over and over. An opening sequence depicts one led by Major-Gen. Henning von Tresckow (Kenneth Branagh) who, mercifully, escaped detection by the S.S.

The worst mass murderer on the planet had a charmed life.

The last attempt made was code named Valkyrie, led by the aristocratic Col. Claus von Stauffenberg, married, intellectual, a father of two.

Joining like-minded generals, von Stauffenberg became its nominal head as he gathered more key people into his fold, including a bomb maker. The device consisted of plastic explosive and a delayed method of detonation. It was small and light enough to be carried in the brief case that was the inevitable companion of every officer. All that was needed was an opportunity to set it near Hitler with a delay for escape.

While awaiting that opportunity, and with von Stauffenberg being trusted enough for attendance in Hitler's company, the plotters anticipate how they may take command of the country after the fuhrer's demise. Gen. Friedrich Fromm (Tom Wilkinson) is vital to the plan as the command authority of the reserve unit that will take over Nazi headquarters. Fromm's allegience, however, depends on how he perceives the winning side, disposed only to give it to whichever side prevails.

Other high level conspirators include Terrence Stamp, Bill Nighy and Eddie Izzard, as general officers of the Reich involved in Valkyrie.

Finally, the day comes, the plans laid. But the meeting at Wolf's Lair, Hitler's highly protected venue in a remote forest, is aborted. Tension, what with so many people now involved and the Reich still not aware, builds, providing the movie a grip that is rare in historical re-creations. When a second meeting is rescheduled, von Stauffenberg is ready again and goes through with it. When he's at a safe distance outside, the effect of the explosion inside leaves little doubt of success. Hitler, finally, is dead. He had to have been.

The plan for the coup is put into operation. The Reich's SS command is taken under arrest. But, pretty soon, opposing briefs are being received via Telex that contradict one another. Hitler, it turns out, had again foiled his enemies.

In the movie world, Cruise himself has enemies--people who unfairly question his acting chops. He has, after all, taken parts that support or create the doubts. So, how he will have done in this big role is of unusual interest. To my eye, with an authoritative figure playing a tensely dangerous underground game, he fulfills the role handsomely and respectably, even resembling the real von Stauffenberg. The portrayal of the would-be savior general, the heroic figure, falls well within his range of understanding and emotive capability.

Carice van Houten as wife Nina von Stauffenberg adds all the delicacy and appeal she provided in the exceptional "Black Book," in 2006 from Germany. Bill Nighy is shakier than his indecisive character; Terence Stamp is solid and stolid; and Tim Wilkinson is accutely credible with the essentials of a pivotal, self-protective-at-all-times type of man.

The tonality is steely and capable under the command of cinematographer Newton Thomas Sigel with all production contributors top notch and worthy of promotion. Among the ironies I took from this historical reminder is not so much that Hitler foiled his would-be assassins, but that there were so many that weren't detected in time to prevent them by a generally alert and fanatical military system.

I have to agree, in any case, that, because of the subject matter, this will likely not go down as one of Cruise's most rewarding moneymakers, though it may become one of his more memorable contributions to the archives.

                                      ~~  Jules Brenner