If you were asked to name Steven Spielberg‘s tensest sequence, what would it be? Saving Private Ryan‘s barnstorming opening? Raptors stalking Lex and Tim through the kitchen in Jurassic Park? Or Jaws‘ thrilling climax? All, of course, are astounding works, but one that isn’t mentioned nearly enough is the masterful basement sequence that occurs towards the end of War of the Worlds.

The alien invasion film, which received a mixed response back in 2005, is based on an 1898 novel by H.G. Wells but more contemporarily reflects on reactions to 9/11, from the initial panic to ways in which people can either help or turn on each other.

The key feeling driving this particular sequence, as well as Tim Robbins‘ Harlan Ogilvy, is that of blind paranoia. The idea that at any point, an unknown force is going to attack and you’ll have to be ready to defend yourself with force. This is highlighted from the moment Ray (Tom Cruise) and Rachel Ferrier (Dakota Fanning) first seek refuge in Ogilvy’s basement, as Spielberg introduces the character with the powerful image of him holding up his gun.

This section of the film starts almost immediately after the latest Tripod attack, where Ray’s son Robbie has left to join the fighting — an idea inspired by screenwriter David Koepp seeing images of teenagers fighting in the Gaza Strip. Chaos surrounds our characters, and Ray sees this image as a symbol of protection and safety, not knowing how badly things will turn. And as if that introduction wasn’t ominous enough, Spielberg frames Robbins’ deranged expression under darkness and minimal lighting, telling us that trouble awaits Ray and Rachel.

At first, everything seems amicable enough, or as amicable as they can be when you have Ogilvy eerily sharpening his knife and watching as Ray gets his daughter off to sleep. The two then share a drink and initially bond over their shared loss. The attacks have taken a toll on these men, but it’s how they respond to that where they differ and where the rift between them emerges from.

The conversation quickly turns to the topic of the alien invasion, where Ogilvy’s pessimistic, “end of days” viewpoint begins to creep out. “This is an extermination,” Ogilvy tells Ray, whose need to keep his family from harm means he cannot fully accept that. Cruise’s pained expression, however, suggests that hope is in short supply.

Ogilvy’s talk takes a sharp turn into his “dead set on living” philosophy, telling Ray of his time as an ambulance driver and how those that lived were the ones who kept their eyes open. This sets up his reckless desire to attack the alien probe, right on time for the situation to take a turn for the worse.

Ray goes back to check on Rachel when the ground begins to shake. A smooth zoom into Cruise’s anxious face recalls the famous dolly zoom from Jaws, before the camera swings around to capture Ray hesitantly making his way across the room, only for the ceiling to collapse in front of him. The aliens have arrived.

Spielberg uses one of his trademark long takes to track the initial panic, as Ray stumbles to get a sense of what’s going on. Bright, piercing light flashes through the windows, heightening the sense of chaos, as he tries to get a good look at the looming Tripods.

Ogilvy starts raving about rising up from the ground to fight back and finding some hidden weakness. This would, of course, be a futile effort and the camera zeros in on Ray’s realization that the danger within may be equal to the danger outside.

We cut to some time later (an admittedly strange choice, given the heightened tension), where Ray examines the mysterious red weeds, the noise of the machines above ever-present in the background. He snaps at Ogilvy for speaking to Rachel, not wanting his worldview to infect her. But as Ogilvy goes on another rant about fighting back, calling Ray out for his supposed cowardice, the sound of the Tripods suddenly stops. The heavy sound of machinery above is replaced by an unnerving level of quiet—where the only sound comes from water droplets and the steady humming of the incoming probe. Ray finally manages to make Ogilvy stop, just before a snake-like object slithers in through the hole in the ceiling.

In 10 minutes, the movie has established, well, rather a lot. Ogilvy is a former ambulance driver who’s been around death enough to mess him up. He’s become a paranoid crackpot, hellbent on fighting the invaders and exploiting some unknown weakness in the Tripods that may or may not even exist. And he won’t let Ray or anybody else get in his way.

Meanwhile, Ray just wants to get his remaining family as far away from the attacks as possible and is deeply concerned about Ogilvy’s bleak outlook spreading to his daughter. And so when the probe rears its head, we know exactly how both characters will respond and where the conflict is coming from. Without further ado, after 10 minutes of economical character work and build up, Spielberg kicks off one of his finest sequences.

The probe menacingly slides down, it’s bright light cutting through the darkness. Ray ducks behind the couch, backing up slowly as it approaches. The beam of light scans over Rachel’s petrified face, as she tries to take cover. Lighting is used to tremendous effect in this sequence, as the bright light strikes intimidation, stalking our characters in the dingy basement. They know that once the light hits them, they’re dead, and it keeps the viewer on the edge of their seat the entire time.

Spielberg is, of course, a master of scene geography, and he wastes no time showing us where all the key players are in relation to each other. Ray and Rachel are clearly shown in their hiding places, which we’ve already inferred from the actors’ eye lines. The probe is moving in between them, and if it were to go any further, they’d likely be dead. And Ogilvy is off to the side somewhere, waiting for a later reveal.

Just as it seems to be curtains for everyone, a rat scurries by, distracting the probe long enough for Ray and Rachel to move. It’s a comedic little moment that deflates the tension just long enough for the characters to get out of the way. But before we’re allowed to get too comfortable, the probe is back on the hunt almost immediately, forcing Rachel out of her new hiding place.

This being Spielberg, the whole action is captured with complete clarity in a swooping oner, following the characters and maintaining the geography at all times. The long takes aren’t just to show off — far from it — they ensure we’re glued to the screen, capturing this entire cat and mouse sequence in terrifying real time.

Sound also plays a vital part in the scene. The humming of the machine increases and decreases in volume, letting us know exactly how close our characters are to danger, even when the probe isn’t visible. And John Williams‘ score is just perfectly timed, disappearing entirely when we only need the humming, building up quietly in the background, and ramping up just as our characters are inches from being caught. Every sound is important here, and considering dripping water is the only natural sound, the need to keep quiet is of the utmost importance. If a character so much as breathes too loud here, the probe will immediately take notice.

As the probe darts into a room, the camera pulls back to reveal an ax on the wall. A hand enters the frame, taking hold of the ax, which can only mean trouble. Ogilvy staggers forward, a wild look in his eyes, ready to attack. All hope appears to be lost until Ray catches his eye at the last moment. He begs Ogilvy not to do it, knowing that this will only result in their deaths.

Ray thankfully convinces him to crawl under the probe and join him, but all cannot be well for long. On his way over, Ogilvy backs into a desk, making a loud noise and immediately alerting the probe to their presence. Our characters are backed into a corner, Williams’ score is booming, and the probe is coming. But in a moment of incredible quick thinking, Ray grabs a nearby mirror. He put it down in front of the probe, and the three of them desperately huddle behind it (in what looks like a nod to Jurassic Park‘s Raptors in the kitchen scene).

The score cuts out, leaving only the humming, as the probe examines its own reflection. It then gets right on top of our characters to scan the surrounding area. Thankfully, the trick works and they appear to be safe, as the probe backs off. But just before they’re in the clear, Rachel’s leg slips out from behind the mirror, making a sound and exposing her. The danger is back on and they’re back in panic mode, again forced to improvise on the spot. Managing to trick the machine again, they leave behind a shoe, escaping in the background while it takes a look.

They get into a secure hiding place as the probe begins to back up, slowly retreating into the outside world. Could they finally be free from danger? Well, of course not. The three of them (and the audience) are just given a few moments to breathe before a group of aliens crawls down into the basement. Their arrival is seen only in shadows on the walls, but that’s more than enough to ratchet the tension back up all over again. We get our first look at the aliens as they stalk the basement. They’re shown in the background, while our characters hiding occupies the foreground –again, another terrific bit of scene geography.

Now that we know where everyone is, Spielberg can cut to intimidating low-angle shots of the aliens, showing just how frightening they are from the character’s POV. One of the bugs comes terrifyingly close to discovering them, pushing Rachel’s chair forward to inspect the table Ogilvy hides under. Fanning plays the moment with such chilling fear on her face. She shakes and tries to compose herself, bracing herself just as the alien backs away.

In the same shot, Spielberg then pushes in on Ogilvy under the table, now shuddering and clutching his gun tightly. Another spectacular oner follows this new cat and mouse game, where the aliens’ shadows loom large over our characters. The aliens pass by them, and Ogilvy sees this as his moment. He nervously loads his shotgun, gets ready to fire… until Ray stops him just in time, resulting in a brilliantly staged scuffle. The two desperately struggle for the gun, Ray not wanting to lose another child and Ogilvy thinking this is the only way, all while trying to remain quiet.

And as we see from Rachel’s perspective, the aliens are right behind them. One sound too loud and they’re dead. Ogilvy forces Ray to the ground, and just as he pries the gun from his hands, ready to shoot, the deafening sound of the Tripod’s horn freezes everyone in their tracks.

The aliens retreat, leaving the two men staring each other down. “You and me, I don’t think we’re on the same page,” Ogilvy tells Ray, letting us know that while the immediate threat is gone, only one of them is likely to leave that basement alive.

The sequence is truly a masterwork, one that deserves to be considered one of Spielberg’s finest. His complete mastery over everything from the sound to the lighting to the geography of the characters makes for one of the most nail-biting stretches of his entire filmography.

The way he’s constantly raising and bringing down the tension, lulling us into a false sense of security before pulling the rug from under us makes for one hell of a sequence. Spielberg makes use of every trick under his belt to keep the audience on edge here, while clearly defined character motivations guide every action.

The sequence also perfectly encapsulates one of the biggest lessons of the film: the only way to survive is to run and hide, at all costs. So the next time someone asks for your favorite Spielberg scene, spare a thought for this wonderful piece of cinematic terror.