Most everybody looks good in Nazi regalia, but even in the stills for Valkyrie, Tom Cruise is laughable, eye-patched and outfitted in Fearless Leader boots and peaked cap. Cruise plays Col. Claus von Stauffenberg, the head conspirator in the July 20, 1944, plot to kill Hitler. Though not even trying a German accent--it's better than way--Cruise pronounces the name of Joseph Goebbels to rhyme with comedian George Gobel.

And despite it all, Valkyrie is by far the prize in this winter's Nazi-movie glut: co-scriptwriter Christopher McQuarrie, director Bryan Singer and John Ottman (who did the always-exciting editing and the soundtrack) wring a viewer out with this true-life thriller about the scheme to blow Der Führer to Valhalla.

Von Stauffenberg loses an eye, a hand and a few fingers when the Allies counterattacked in North Africa. He is still recuperating from his wounds when he is approached by officers who are involved in the German resistance. Figuring out a way to kill Hitler is only part of the problem. The first part is getting him to sign the changed version of the Operation Valkyrie order, which provides for succession in case of the leader's demise. And the third, and perhaps trickiest part, is to see what side of the plot a cagey general (Tom Wilkinson) will take.

The film's coiled tension is evident even in the sound design: rotary plane engines catching, the chatter of typewriters and teletype machines--such is Singer's view of the Reich as whirring machinery. One especially ominous sequence has the news of Hitler's "assassination" getting out, semaphored by a room full of female machine operators silently raising their hands, first one by one and then all together.

The surfaces are also evocative. The spotless uniforms are clearly itchy wool. Splintery pinewood barriers and raw concrete make up the Wolf's Lair, Hitler's war headquarters. This bunker is counterpointed by the Las Vegas-style overreaching of the Berlin architecture: a stained-glass swastika over a staircase, and a swimmer crawling over the Reich's evil ensign at the bottom of a pool. Hitler's mountain retreat is perfectly imagined. The view goes for miles, but the light is dusty. It looks like a sickroom. Singer rustles up a sense of dread as soon you see the dowdiness of the would-be master of the world's home.

Valkyrie takes a smaller-than-life look at Hitler (played by David Bamber): he's a little, shrugging figure, brushing away talk of the Normandy invasion as something immaterial to his grand vision. And there's a well-cast group of co-conspirators, including the superb Bill Nighy and Kenneth Branagh as an officer who tries to kill Adolph with a bottle of explosive-laden Chartreuse.

Valkyrie makes the July 20 plot clear. It gets viewers up to speed fast (Hitler himself explains this film's stirring title.) It's a little less adept on the way the power flows between the civilian and the military sides of the Reich, and it loses some of its force after the attack on Hitler. That's when Cruise takes over, slamming down telephones and shouting orders. Despite Cruise's strong resemblance to the real von Stauffenberg, he doesn't have anything like the necessary weight of authority or aristocracy to play this martyr. He's too clearly an actor in fancy dress in the middle of an often impressive film.

VALKYRIE (PG-13), directed by Bryan Singer, written by Christopher McQuarrie and Nathan Alexander, photographed by Newton Thomas Sigel and starring Tom Cruise, Kenneth Branagh and Tom Wilkinson, plays countywide.

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