Cruise himself is a bit stiff but still adequate as Col. Claus von Stauffenberg, the handsome, aristocratic officer whose disenchantment with Nazism, the Fuehrer and the war finds sympathetic ears among a sizable number of military bigwigs at a time when the tide has turned against Germany in the East and an Allied invasion is expected imminently in the West.

Well-carpentered script by Christopher McQuarrie, reuniting with Singer for the first time since their joint career breakthrough on "The Usual Suspects," and Nathan Alexander must inevitably wrestle with the "Day of the Jackal" issue of the known failure of the central plot. Allowing for the need to compress and streamline events, the scribes have hewed pretty closely to the facts but haven't injected sufficient sizzle into the dialogue or individuality into the characters.

As if the filmmakers felt the need to placate modern viewers who might wonder why they should emotionally indulge Nazi authority figures, the opening is swathed in Stauffenberg's feelings about how Hitler and the SS are a "stain" on the German army and his coincidentally contemporary desire for a "change" in the country's leadership. Shortly after entering these sentiments into his diary while serving in Tunisia in 1943, Stauffenberg is badly injured and loses his right arm, the last two fingers of his left hand and his left eye; with a black eyepatch, he still looks quite dashing, even if executing a Nazi salute with a prosthetic arm might appear rather irreverent.

Slowly letting his insurrectionist sympathies show, Stauffenberg is introduced to a circle of powerful men, many of them old-school army officers whose conservative notions are closer to those of the Kaiser of their youth than to the rabid ideology of Hitler and the SS. Script unfortunately erases many of the interesting personal and political nuances pertaining to these men, notably the urgent belief of some that, with Hitler gone, they could join with the United States and Britain to beat back the Soviet Union and prevent the Bolshevization of Germany.

What is perhaps most amazing about the plot is that so many people were involved and yet it was never detected with any certainty. Among the central figures: Major-Gen. Henning von Tresckow (Kenneth Branagh), first seen trying to kill Hitler by sneaking a bomb onto the Fuehrer's plane; retired Gen. Ludwig Beck (Terence Stamp), a longtime Hitler opponent at the center of the military-civilian conspiracy; Gen. Friedrich Olbricht (Bill Nighy), another veteran resistance figure still in a position of authority; Gen. Erich Fellgiebel (Eddie Izzard), whose role in charge of communications at Hitler's Wolf's Lair compound in East Prussia would be crucial to the plot's chances; and the most equivocal figure, Gen. Friedrich Fromm (Tom Wilkinson), commander in chief of the reserve army in Berlin, and a cagey operator who artfully turns a blind eye to the conspirators' activities while remaining cautiously loyal to the Reich.

As it finally takes shape, the plan hinges not just on eliminating the Fuehrer but on implementing a coup in Berlin. To this end, Stauffenberg has the brilliant idea of turning Operation Valkyrie, the code name for a measure enabling the reserve army to take control of Berlin in a national emergency, to their own purposes. Stauffenberg, thanks to his access, will place a bomb in a briefcase underneath the large conference table during a briefing at Wolf's Lair, while his associates in the capital will implement the government takeover as Stauffenberg flies back to Berlin.

An ambitious plan, to be certain, one in which details large and small go wrong. Putting it on the screen in a clean, classically derived style, Singer is careful to make sure everything is clear to the viewer and emphasizes the sometimes daunting physical reality of things, such as the difficulty Stauffenberg, with only three fingers, has in cutting the thick metal wire necessary to set the bomb's fuse.

Once Stauffenberg has set off the explosion and cleverly slips away, convinced Hitler couldn't possibly have survived, the picture's grip strengthens somewhat as the coup, initially delayed, ultimately stumbles forward. Due to interrupted lines, no one in Berlin knows if Hitler is alive or dead, and the film's single haunting scene shows a room full of female communications operators slowly raising their hands, one by one, to indicate to their supervisor that they have received some news -- the Fuehrer is dead.

It isn't long before evidence to the contrary comes through. The reserve army, which has rounded up the SS and gone to arrest Goebbels (whose name Cruise for some reason makes rhyme with "nobles"), is told to stand down, and the tables are turned on the conspirators after a few heady hours. And Germany has nine months of devastation to look forward to.

Story's fascination, ironies, missed opportunities, implications and what-if aspects invest "Valkyrie" with automatic appeal for anyone interested in history in general and World War II in particular. But a nagging feeling persists throughout that the film should be more gripping than it is, and that the men involved could have been revealed with more complexity and dimension.

Cruise makes Stauffenberg a stalwart, flawed and honorable man, but reveals little sense of his stellar intellectual, artistic and family background. The star's neutral Yank accent contrasts with the British voices that surround him but, truth be told, it is more the Anglo intonations coming out of the German characters that sound oddly disconcerting.

Of the character actors, Wilkinson most impresses with his robust presentation of an intriguingly Janus-like figure. David Bamber carries off a pretty plausible portrait of the declining Hitler in a handful of scenes. Although it would have looked like inappropriate stunt casting in this context, the suspicion nonetheless persists that the contemporary English-speaking actor who would make the most interesting screen Hitler is former Singer cohort Kevin Spacey.

Pic's standout elements are the locations and the superb production design by Lilly Kilvert and Patrick Lumb, which convey a palpable sense of legendary historical sites such as the War Ministry, Wolf's Lair, Hitler's Berghof residence and the Benderblock (the executions of Stauffenberg and others were lensed at the actual spot). A couple Junkers three-engine planes of the sort used by Hitler are impressively employed, and attention to detail is felt down the line. Newton Thomas Sigel's lensing has a restrained elegance, and John Ottman once again doubles adroitly as editor and composer.

The conspiracy has inspired at least four previous pictures: two German productions of the mid-1950s, the 1990 American telefilm "The Plot to Kill Hitler," which starred the late Brad Davis as Stauffenberg, and the widely praised 2004 German TV production "Stauffenberg," with Sebastian Koch in the title role.