By July 1944, after the Normandy invasion, it was obvious the Third Reich's days were numbered -- obvious to everyone but Hitler. Death was everywhere, literally surrounding him in an ever-tightening circle. Yet he kept cheating it.

Bryan Singer's "Valkyrie" is a true-life suspense thriller that takes its title from the code name of an audacious officers' conspiracy to assassinate Hitler. Tom Cruise plays the chief architect of the plan: Col. Claus von Stauffenberg, a Bavarian aristocrat who lost an eye and a hand fighting in North Africa with the Tenth Panzer Division.

SS atrocities and Hitler's evident madness were a stain on the honor of the German army, von Stauffenberg felt. He was an idealist, whose action was methodically plotted. Nothing was left to chance -- or so he thought. There was no point killing Hitler without killing Himmler, as well. Indeed, it was not to be merely an assassination but a full-blown coup d'etat, utilizing Hitler's own secret emergency plan for an overthrow attempt.

---

'Valkyrie'

3 stars = Good
Ratings explained

• Starring: Tom Cruise (left), Bill Nighy, Tom Wilkinson, Kenneth Branagh
• Rating: PG-13 for violence and brief strong lanuage
• Web site: valkyrie.unitedartists.com

---

The script by Christopher McQuarrie (an Oscar-winner for his intricately constructed "Usual Suspects" screenplay -- also directed by Singer) spends its first hour with the requisite exposition and political maneuvering involved in the plot. Everybody is aware of the deadly consequences of failure.

The film's second (and better) half is a tense, minute-by-minute account of the plan's execution and the formation of a shadow government-in-waiting, poised to assume control of the country within minutes of the Fuhrer's demise.

Singer's direction is not as sharp here as it was in "Suspects" or "Superman Returns" or the "X -Men" franchise. But it is suspenseful enough, building to the momentous -- but thwarted -- appointment with death. The effort is much enhanced by Newton Thomas Sigel's superb cinematography, whose early battle scenes in North Africa feature a stunning aerial attack and whose final sequence at the infamous Wolf's Lair is worth the wait.

Cruise is not exactly Teutonic (and wisely eschews a German accent), but he is a stolidly serviceable von Stauffenberg -- complete with the weird glass eye he keeps in a little container in his pocket. His finest moment: the simmering rage visible beneath the "Heil Hitler!" salute he's forced to make with his stump. He's a would-be Brutus in a tragedy with no Marc Antony.

Kenneth Branagh is disappointing in the surprisingly small role of Maj.-Gen. von Tresckow. Far more intriguing are Bill Nighy and especially Tom Wilkinson as Generals Friedrich Olbricht and Friedrich Fromm, respectively, while David Bamber plays Hitler as the subdued, aging, wasted lunatic he must surely have been.

"Valkyrie" is a serious if not brilliant work, worthy of a viewing, oddly depressing and uplifting at the same time. The noble goal of these German resistors was to sue for a negotiated truce with the western Allies before the Russians got to Berlin first. But we know how that -- and this film -- is going to end: Badly -- for our heroes, for Germany and for the world.

It came so agonizingly close to success. The Valkyries did all they could, but the Gotterdamerung would be tragically postponed.