Nobody must have really liked Adolf Hitler very much "? even his friends. The guy was looney tunes, and he was able to bully others in such a way that allowed him to first take over Germany, and then most of Europe. So resented and loathed was Hitler that during the time he was in power, Germans both inside and outside his government tried to assassinate him. Unfortunately, cockroach that he was, he survived all 15 attempts, living long enough to commit suicide in April 1945.

"Valkyrie" is based on the true events of the last attempt to assassinate Hitler (David Bamber, TV's "Rome") in 1944, when the German political and military leadership had seen the writing on the wall and became desperate to avoid the country's total destruction at the hands of the advancing Allies. 

After an inexplicably failed bombing attempt by Maj. Gen. Henning von Tresckow (Kenneth Branagh, "Harry Potter and the Chamber of Secrets"), Tresckow's cabal of disgruntled German officers and politicians, all bent on collecting Hitler's lip-pelt, is forced to regroup. Looking for a new approach, they recruit Col. Claus von Stauffenberg (Tom Cruise), an outspoken officer who recently lost an eye and a hand in North Africa. Put on desk detail in Berlin, Stauffenberg suppresses his hatred for Hitler at Nazi military headquarters, working for the commander of the German reserve army (Tom Wilkinson, "RocknRolla").

Once he's signed up with Tresckow, Stauffenberg constructs a complicated, but plausible plan to rid Germany of Hitler and take over the government, allowing them to negotiate a truce with the Allies before it's too late: First, Stauffenberg will kill Hitler with a small bomb. Then, he and his crew will initiate "Operation Valkyrie," which exists to protect Hitler's government in case he dies. However, Stauffenberg will pull a clever switcheroo by claiming the SS is trying to take over the government, and then use Germany's reserve troops to arrest the SS. With the SS out of the way, he and his pals will install themselves as heads of the government. By the time everyone figures out what happened, it will be too late and the war will be over.

The stakes are raised for the conspirators by the fact that if they fail, not only will they be killed, but so will their families. For Stauffenberg, this means his young wife, Nina (Carice van Houten, "Black Book"), and his three young children. The rest of the conspirators have families, too, and a lot of time is spent arguing over when and how to act.

The story is important, but what makes "Valkyrie" work are its characters. It's a foregone conclusion that things won't turn out nice for the anti-Hitler conspirators, but the strong characters help the movie to avoid being a two-hour-long exercise in the obvious. Whatever your feelings about Cruise's goofy Oprah-couch-as-trampoline act, ramblings about the evils of modern medicine and his penchant for younger women, he turns in a solid, thoughtful performance as Stauffenberg, anchoring the rest of the cast in the process.

Director Bryan Singer ("Superman Returns," "The Usual Suspects") spends all available resources drawing attention to the contrast between Hitler's madness and paranoid inhumanity, and the basic decency of those opposed to him and his disastrous policies. Hitler is portrayed as history remembers him: a dangerous, insane enigma. This film never attempts to decode what makes him tick, aside from some incoherent rambling about Wagner and the dialectic of mythology. What comes through is that Hitler is totally disconnected from reality, and yet he wields absolute power "? a dangerous combination in any scenario.

"Valkyrie" also addresses, indirectly, why the German people would go along with Hitler's crimes. Some members of the party, like Joseph Goebbles (Harvey Friedman, "Speed Racer") are as crazy as Hitler, and just as dangerous. But many others are lost in a world of indecision. No one knows exactly whom to trust or what to do. Singer manages to make clear how high the stakes are for the conspirators, and one can see how it would be difficult to resist in a country where widespread paranoia and swift death for dissenters mean resistance isn't of much use. 

In the end, the disposal of Hitler required that most of Europe, especially Germany, be at least partially destroyed along with many, many innocent lives. "Valkyrie" is impressive in how it finds a new way to remind us how tragic, stupid and cowardly Hitler's vision of Germany was, and how its madness was just as dangerous to Germany as it was for the rest of the world.

"?Mike Robertson