They came, they conquered, they dribbled and died. Unfortunately that's pretty much all there is to the story of Steven Spielberg's new "War of the Worlds," his version of the H.G. Wells novel. Given the chance (and money) to make as much as he wanted of this science-fiction tale, he and his writers have settled for alternating two hours of earth-shaking special effects with an equal number of repetitious sequences in which an everyman played by Tom Cruise runs and hides. The film has one saving grace, which I'll get to in a moment, but it is a terrible disappointment to see the missed opportunities, passed over time after time during the film's two hours.

We all know the story: An alien race - and we are told in Morgan Freeman's opening narration that they are infinitely more intelligent than we are - decides to take over Earth for its own purposes. In fact they have planted, well, things, underneath our streets that they activate upon their arrival in the form of huge thunderstorms that cover Earth. Okay so far. At the same time Spielberg and his writers Josh Friedman and David Koepp present us with unappealing, self-centered, slobby divorced father Ray (Tom Cruise), who operates a crane on the Bayonne, N.J. docks. He's even late to pick up his kids for the weekend so his former wife (Miranda Otto) and her husband can leave for a trip to Boston. Ray's teenage son Robbie (Justin Chatwin) can't stand Ray, and his ten-year-old daughter Rachel (the remarkable Dakota Fanning, and she is the film's saving grace: the only actor who actually feels her role so that we too can feel along with her; I believe Spielberg is never so convincing as he is with children).

The film is the story of Ray and the children's flight from the aliens to, yes, Boston - to return the kids to their mother, though why Boston should be safer than Bayonne is unclear - all the while trying to stay alive and escape the death machines. The problem is that there is no countervailing force in the film. There are the aliens and their death machines and there are the millions who try to escape them. Period. There's no scene in which humans try to fight back, no overall view of the worldwide devastation, no sense of defense forces being deployed, whether effective or not, no sense of governments trying to hold together. The closest we come is one fleeing person saying that he heard that Osaka found a way to destroy three of the machines. Beginning filmmakers in Screenwriting 101 learn that you cannot simply hammer everyone in the film to death and then end the film with a deus ex machina, which "War of the Worlds" does. In fact the ending contradicts the original narration's point about the aliens being so much smarter than humans. Did no one at the Dreamworks studio notice that?

The film is full of failures of imagination. Yes, the scenes of destruction are powerful; yes, the death rays that vaporize people on the street are effective; yes, the crowds of panicked humans are shot well. But - as it turns out late in the film - the aliens need human beings to nourish them; why destroy them? It's never explained. And Cruise's character is so unappealing at the start that we're led to expect a cathartic change in him; well, dream on. He's as mechanical at the end as he is at the beginning. A few gestures toward maturity don't make much of a difference. Were it not for Fanning, who has the miraculous ability to make us love her without ever begging for it, the film would have no human worth even spending a moment with, much less two hours of our time. It's a sadly missed opportunity.