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|James Cagney||Robert Emmett 'Bob' Sharkey|
|Annabella||Suzanne de Beaumont|
|Richard Conte||William H. 'Bill' O'Connell|
|Frank Latimore||Jeff Lassiter|
|Walter Abel||Charles Gibson|
|Melville Cooper||Pappy Simpson|
|Sam Jaffe||Mayor Galimard|
|Peter von Zerneck|
Bob Sharkey (James Cagney) is an instructor of the 77th group of espionage agent candidates to be trained in the United States to infiltrate Nazi-occupied Europe. He is alerted that one of the students is a German agent and told to identify him or her. Sharkey is able to determine that the enemy agent is "Bill O'Connell" (Richard Conte), who performs too well when he succeeds in a field problem designed to cause the novices to make mistakes. Sharkey's boss, Charles Gibson (Walter Abel), confirms that O'Connell is really Wilhelm Kuncel, one of Germany's top agents but tells Sharkey to pass him, as they know Kuncel's mission is to determine the date and location of the planned Allied invasion of Europe. They intend to provide Kuncel with false information to pass along to his superiors.After they complete their training and are sent to Great Britain, three of the new "O77" agents—Frenchwoman Suzanne de Beaumont (Annabella), American Jeff Lassiter (Frank Latimore) and Kuncel—are sent on missions into German-occupied France. Kuncel is briefed on a fictitious invasion of Europe through Holland, but at the last minute he asks Gibson to send Lassiter with him. Lassiter has been briefed on a different mission—to locate the factory depot for V-2 rockets that will be used against the Allied invasion ports, with Suzanne as his radio operator. Sharkey tells him about Kuncel and assigns him to accompany Kuncel into Holland but then to continue on his own mission. If Kuncel tries to follow Lassiter instead of completing his own mission, Lassiter is to kill him. However, Lassiter's uneasiness apparently alerts Kuncel. When the trio parachute into Holland, Lassiter's parachute fails to open; and he plummets to his death. The jumpmaster (Karl Malden) of the B-24 Liberator transporting the group discovers that the strap to Lassiter's static line was deliberately cut. Gibson and Sharkey realize that Kuncel knows that the information he was given is false and that he can identify every agent he trained with.With no time to brief another agent to be Lassiter's replacement, Sharkey volunteers. Gibson protests that Sharkey knows the date and location of the invasion but reluctantly agrees. With the help of the local French resistance led by the town's mayor (Sam Jaffe) and his driver (E. G. Marshall), Sharkey completes his mission, apprehending the collaborator who designed the V-2 depot and returning him to Great Britain. However, while intercepting Kuncel as he tries to stop the pickup airplane from taking off, Sharkey is captured. Suzanne is killed while transmitting the news to England. The Gestapo torture Sharkey, but he refuses to reveal his knowledge. Back in Great Britain, Gibson has no choice but to order a bombing raid to destroy the Gestapo headquarters and kill Sharkey before he cracks. As the bombs strike, Sharkey realizes what is happening and laughs in Kuncel's face just before they both perish.