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— by Larry Carroll

Before the aliens invaded, Piru was simply a charming rural community of around 1,200 people nestled in Southern California's Santa Clarita Valley.

Then they arrived: more than 1,000 cast and crew members, hundreds of extras, 30 dogs, dozens of inoperable cars, a school bus and one very important Plymouth Caravan.

Welcome to the set of Steven Spielberg's "War of the Worlds."

 Watch the "War of the Worlds" trailer

Glance down the main street of Piru (doubling for upstate New York) and you'll see old-fashioned street lamps framing a familiar scene: It's a foggy night somewhere in suburban America, and children play as flashlights illuminate their silhouettes. A figure pedals toward you, a small lantern resting in the basket of the bicycle. "Yeah," you think, "this is a Spielberg movie."

But something's different this time. In the background, people slog along with broken spirits, wearing multiple layers of clothes and carrying battered luggage. Someone holds a crude sign reading "Smiths and Estons meet here"; the person across the street carries another, this time with a picture: "Dad - Where are you?" As a heavy rain begins to fall, it becomes clear that this is a long way from the idyllic suburbia of "E.T."

"I gave the benevolent aliens a couple of shots, so now I'm going to try my hand at the worst kind," Spielberg says with a grin. Yep, the creator of heart-tugging space-invader tales like "Close Encounters of the Third Kind" and the aforementioned home-phoner is ready to unleash a new group of aliens, "the kind that's bent on destroying civilization as we know it and beginning their own."

"War of the Worlds," which takes its name from an alien-invasion template developed by such science-fiction masters as H.G. Wells, Orson Welles and George Pal, is a story that has long courted the dark side of Spielberg, but only recently did he feel it was the right time to embrace it.

"In the shadow of 9-11, there's a little relevance with how we are all so unsettled in our feelings about our collective futures," Spielberg says. "Post-9-11, it began to make more sense to me that there could be a tremendous emotional story as well as a very entertaining one, while having some kind of current relevance."

Today's scene, which will occur about halfway through "Worlds," takes place soon after the teaser ad that made jaws drop during the Super Bowl. Tom Cruise's Ray Ferrier, a dock worker and mechanic, loads his family into the Caravan and drives away from whatever horrible danger it is that's devouring the landscape behind them. Those who've experienced previous incarnations of the story will suspect giant tripod machines — and they will be right. "Yes," Spielberg concedes, "and that's the only secret I'm going to give you."

"I am shocked that you just said that," interjects the star of the film, flashing a million-dollar grin. "We had a conversation, you said, 'Don't say that'. I said, 'Are you going to say anything to anyone?' and you said you'd tell me before you said anything to someone."

 Photos: "War of the Worlds"

Cruise and Spielberg, who worked together on 2002's "Minority Report," tease each other often, smiling and laughing. "It's even more fun working as an actor on this one, because we've been friends for many years but we had a shorthand on the first one, and this time it's even a shorter shorthand," says Cruise, who remains in awe of the director. "I remember in 'Minority Report,' massive action scenes that he can just adjust and change the whole thing if he finds an idea, on the spot. When you're that competent and that able to know your story and your lenses, but still exploring the story, when there's that creative exploration, it's alive and just fun."

The fun continues as the Hollywood heavyweights get back to work, shooting a scene predicated upon the concepts of desperation, ruthlessness and terror. Ferrier and his family, attempting to drive through a crowd of angry refugees, crash into a telephone pole. Pulled from the wreckage, they must first survive their fellow man if they hope to survive the alien invasion.

The star relieves his stand-in (who resembles Zach Braff and is reminiscent of Cruise only in hair color), climbing behind the wheel of the Caravan. In a nearby van that has been transformed into a small control room, Spielberg surveys the camera view and gives his orders through a walkie-talkie. When the moment arrives, extras swarm around the vehicle, stomp out their cigarettes, lift their lanterns and allow a collective fury to wash over their faces. "Rain" begins to spew from a massive crane above.

The leading man steps on the gas. Ten-year-old Dakota Fanning, playing his daughter, turns around in the back seat and reacts to the angry mob. After the scene advances for about 30 seconds and an equal number of feet, Cruise's stand-in takes the wheel again and backs the vehicle up for the next take. Half-speed, full-speed, different angles — the moment plays itself out about 10 times.

Between takes, kids teach each other skateboard tricks and a handful of extras inspect an overturned automobile with a "Believe in the power of prayer" bumper sticker. Spielberg, meanwhile, plays dodge ball.

Are there strict time restraints when shooting a film with a rock-solid summer release date? "No. Not at all," he answers. "Yes, OK, we shot many of the big effects sequences first so [special-effects company Industrial Lights and Magic] could get a jump on their shot list." Ask Spielberg what the alien invaders look like, and he just shakes his head; approach him with a question about the inevitability of the reveal, however, and he's a bit more accommodating. "Oh, we absolutely show the aliens. Sure."

Naturally, there's as much chance of Spielberg spilling the ending as there is of learning his ATM PIN. "We have our own version of the ending that neither strays from nor mimics the original book" is all he'll offer. "I think we've hit a very satisfying compromise."

Those around the auteur claim "Worlds" will take a page from his "Saving Private Ryan" handbook. "It's ultra-realistic, as ultra-realistic as anything I've ever attempted to make as a movie, in terms of its documentary style," Spielberg insists. That intensity won't distance the film from its core audience, however. "There's a lot of violence in the film, but it's going to be rated PG-13. This isn't an R film.

"The whole thing is very experiential. The point of view is very personal, everybody in the world will be able to identify with the point of view because it's about a family trying to survive and stay together," he added. "And they're surrounded by the most epically horrible events you can possibly imagine."

"War of the Worlds" opens June 29.




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