Steven Spielberg's remake of the sci-fi scare classic is no retro popcorn goof like INDEPENDENCE DAY (1996), predicated on spectacular but inconsequential destruction and the underlying conviction that after the slimy extraterrestrials have done their worst, good old American ingenuity will put the smackdown on them. It unfolds in the angst-haunted shadow of the 9/11 terror attacks and teeters on a thin edge of sheer panic — the carnage is no gleeful game and the devastation is so overwhelming that human defenses crumble like sand. Divorced, blue-collar dad Ray Ferrier (Tom Cruise) takes weekend custody of his two kids — 10-year-old cutie Rachel (Dakota Fanning) and sullen teen Robbie (Justin Chatwin) — from pregnant ex-wife Mary Ann (Miranda Otto), who's traveling to Boston with her wealthy new husband (David Alan Basche) for a visit with the folks. Ray, fresh off a long shift on the docks, takes a nap and wakes up to a freak electrical storm swirling directly over his scruffy backyard. Within an hour, his sense of the order of the world has been turned upside-down, inside-out and twisted beyond recognition. An anomalous series of lightning strikes is followed by a tremor that opens yawning cracks in the ground and topples buildings, followed by the appearance of an enormous, three-legged, alien machine that rises from the earth, spitting lethally accurate rays that sear trees, incinerate human flesh and rain white ash on the survivors. Commandeering the only working car in town, Ray heads north — toward Boston — with the kids, encountering unnerved and dangerous mobs, besieged troops, rivers choked with corpses and increasingly surreal vistas of grotesque destruction. Though Spielberg said he was returning to H.G. Wells' groundbreaking 1898 novella rather than remaking George Pal's 1954 THE WAR OF THE WORLDS, his version has as much in common with the first film as with the book. Morgan Freeman's portentous voiceover narration and the contemporary setting hark back to the first movie (as does the fleeting cameo by its stars, Gene Barry and Ann Robinson), while the massive alien war machines are pure Wells, as is the chilling observation that "this isn't a war... any more than there's war between man and ants." Spielberg reassigns the remark, but its bleakness permeates his acutely anxiety-producing film. Even allowing for the unconvincing happy ending — not the invaders' fate, but the resolution of the Ferrier family drama — the film could easily afflict susceptible children and adults with persistent nightmares.