Despite occasional flaws and misjudgments, it's a brilliantly told tale. It really rips along: It seizes you in its first seconds, holds you spellbound for two short hours and expels you at the end, breathless and spent. It's the best summertime movie rush in years.

The story, from HG Wells' turn-of-the-20th-century novel, is classic inter-space paranoia, about the Them up there who attack the Us down here. Cities fall, armies are defeated, millions perish, civilization teeters.

It's all familiar, whether first experienced in 1938, when Orson Welles distilled it into ersatz news reports on nationwide radio and caused panic; in 1953, when George Pal's big-budget version terrified a baby-boom generation just out of diapers; or in 1996, when it was called Independence Day. But Spielberg's telling is fresh.

What one notices instantly is the absence of that '50s voice of military or scientific authority. In all the previous iterations of this story and its many derivatives, the hero was either a scientist (Gene Barry in Pal's variant) or a professional soldier (Ken Tobey in Howard Hawks' The Thing, the same story told on a smaller scale in 1951).

Those conventions made perfect sense back then: The US government, victorious in war, facing a new Red challenge (the metaphorical undertone of the alien invasion genre), was seen as benign, benevolent and efficient, able ultimately to deal with the enemy. This made perfect sense, even in Independence Day, which was a retro-cornball piece of kitsch.

Perhaps now it doesn't make sense, when terrorists can take out a big chunk of the Manhattan skyline and detonate bombs on Baghdad roadways seemingly at will. Our general apprehension might be summed up in the phrase "out of control'' and Spielberg capitalizes on that fear, giving us an out-of-control world as viewed from the ground.

He's not much interested here in larger entities like The Government or Science; he focuses instead on working man Ray Ferrier (Tom Cruise) and his two kids, Robbie (Justin Chatwin) and Rachel (the great Dakota Fanning), and dramatizes how the family barely copes with the coming of the things from another world.

We only glimpse soldiers, and one (brilliant) sequence shows them using Arabian desert tactics against the three-legged Martian fighting machines and perishing in a wall of fire for their impertinence. The government, the message runs, is powerless.

That makes the movie far more intense. One has the sense of panic everywhere: One of the visual signatures is the process of scattering, as mobs, facing impending destruction, break apart and it's every man or family for him or itself, with no place to hide and no place to go. The film chronicles a journey as Ray takes his two kids from ruined New York to equally ruined Boston, across a landscape of ruin.

Spielberg, working from a script by Josh Friedman and David Koepp, establishes Ray as one of those child-men in whom adult responsibility never quite took root. Cruise is superb as a loose cannon type, closer to his fellow workers than to his kids, an ex-high school jock, a little too cocky for his own good and completely ungrounded. Rebuilding an engine in the living room seems a perfect expression of his lack of propriety or responsibility.

We watch him take charge of his kids for the weekend - he's divorced - and of course he's late, his house is a mess, he has no plans and his kids both see through him.

Spielberg has a special feel for family dynamics, as viewers of his more benign alien contact films, ET and Close Encounters of the Third Kind will remember. But this is a more hostile family. Cruise hasn't the warmth as an actor that Richard Dreyfuss brought to Close Encounters. He's a tenser, vainer, more frightened personality, and the overall tone of the movie is far, far edgier than that exercise in basic goodness. War of the Worlds is an exercise in basic badness.

There's also a twist in how they get here. Seems they were already here. If I understand correctly, the machines have been buried for a million years. That's how long the vast, cool, unsympathetic intellects of the Red Planet have been planning their D-Day. (We take on faith a Martian origin, though it's never specified.) What arrives on Earth aren't ships but energy storms - Spielberg has always loved clouds, and now he fills them with jagged lightning strikes like saber strokes - whose bolts charge what lies beneath.

As storytelling, this is ingenious: It precludes the space invasion ritual, the slow approach of the townies to the new-fallen comet, the unscrewing of its cap, the emergence of an ambiguous tentacle or metal appendage, the approach of the peaceniks and the sudden savagery of the melting ray.

Instead, with brilliant (but understated) special effects, Spielberg breaks the mold by having his foes arrive from beneath, rising from the surface like breaching whales. Setting such carnage in teeming, urban northern New Jersey, across from Manhattan, instead of Smallville, USA, is another brilliant stroke. It makes the fight a fight for civilization (the city) from the start - and Spielberg doesn't waste time. Twenty minutes in and Earth's foundations have fled.

The movie stays entirely with the Ferriers. They make it out to the burbs, where Ray commandeers one of the few working vehicles, and spend an eventful night in his ex-wife's house. Then it's up to Boston, encountering roads jammed with other refugees who are going there simply because they can't stay here, as well as a few Army units desperately fighting by the tactics of Operation Iraqi Freedom.

The subtext to all this is what might be called warriorhood. The film is really about fighting - not getting along. It pushes the idea, subtly, Spielberg also pushed in Private Ryan, one he might not express publicly: The value, the necessity, of warriors. Ray is growing up under the pressure, going from feckless to furious.

At the same time, he cannot quite earn the respect of his son who, being younger and more full of testosterone, yearns to fight the creatures.

The movie follows that line to the end, though it falters when it momentarily diverts into a one-act play. Ray and Rachel take refuge in a farmhouse basement, where they encounter Tim Robbins, the film's only other recognizable actor. He takes over the film, filling it with paranoia, irrationality and overacting. What seemed expansive is suddenly turned claustrophobic.

I understand the appeal of the idea: The movie has until then lacked any kind of intimacy and Spielberg may have felt impelled to give us a little emotional reality. He needed, too, to show Ray's commitment to the idea of father as warrior - now Ray has to take violent action to save his daughter. But it left an unpleasant taste, and could have been cut.

Still, War of the Worlds will pretty much rise or fall on its spectacle, which means it should rise. Spielberg has always been a glib stager of action, finding ways to represent old sequences in fresh ways, as witness the extraordinary agility he brought to routine combat action in Private Ryan.

That's on display here, too, where the audience is treated to one extraordinary vision after another; the sense of a world literally being destroyed around the principal actors, the sense of their flight through panic and destruction, the sense of concussion, collapse, rubble and ruin.

All these are incredibly powerful, but they're not generalized, because you experience them through the Ferriers. When you leave, you'll check for dust in your hair and on your clothes.

There's also an intellectual coherence to the film. What seems to hold it together is the concentration on blood. This extends from the initial idea of Mars as the ``Red Planet'' to the blood ties between Ray and his kids that turn out to be what gives them strength. It turns out further that the invaders have come to Earth for blood; they are vampires who need our plasma to live.

Spielberg is only marginally in-terested in what eventually overcomes the invaders. He cares more about human adhesion, the stuff that binds us together and that, it seems, makes us human to begin with, unlike the cold, distant intellects of Mars.

The idea seems to be: That was something they couldn't relate to and in the end that, as much as anything, dooms them. Our blood was thicker than theirs.