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(SOLDIERS SHOUTING IN GERMAN)

(STAUFFENBERG READING IN GERMAN)

(STAUFFENBERG CONTINUES IN ENGLISH)

...the mass execution of Jews.

My duty as an officer is no longer to save my country,

but to save human lives.

I cannot find one general in a position to confront Hitler

with the courage to do it.

SOLDIER: Colonel Stauffenberg, sir.

The General will be here in four hours.

Thank you. I'll need to see him when he arrives.

STAUFFENBERG: I find myself surrounded by men

unwilling or unable to face the truth.

Hitler is not only the archenemy of the entire world

but the archenemy of Germany.

A change must be made.

Colonel, my orders are to advance to Sidi Mansour and hold it.

That's what we'll do.

The British are moving up from the south,

Patton is closing in on the coast.

You know, we should have left two days ago.

No, Colonel.

We keep fighting until the final victory.

North Africa's lost,

and you're going to need these men a year from now

to defend Berlin.

We can serve Germany or the F黨rer, not both.

It's just that sort of talk that had you sent here, Colonel.

What I said was much worse.

General.

I'm just trying to get these men out of here alive.

What would you have me do?

Tell Command we're low on water.

We'd have to reroute to Mezzouna, join the 21st Panzer.

At least then we'd have a chance.

And the records will show that we didn't have enough water to reach Sidi Mansour?

I can guarantee it.

See that it's done.

General.

(MAN SHOUTING)

(ANTl-AIRCRAFT GUN CONTINUES FIRING)

(MUFFLED SHOUTING)

(ENGINE SPUTTERING)

(SPEAKING GERMAN)

OFFICER: Up!

Down!

(WHISPERING) Hitler's leaving. Now?

Ja. Fuse.

(PLANE ENGINE STARTING)

Colonel Brandt! Colonel Brandt!

My regards to Colonel Stieff.

Cointreau?

Let's hope I don't get thirsty on the flight.

(PHONE RINGS)

This is Tresckow.

He's landed.

This is General Tresckow.

Connect me with Operations, Colonel Brandt.

Colonel! Tresckow.

I'm glad you arrived safely. I hate to trouble you,

but it seems you have the wrong bottles for Colonel Stieff.

You do still have the package?

Oh, no, no, no.

As it happens, I've been called to Berlin unexpectedly.

I can be at your office first thing tomorrow morning to pick it up.

Sorry for the inconvenience, Colonel.

Yes, thank you.

Do you think he knows?

Well, there's only one way to find out.

(SOLDIERS CHATTERING)

(WHISPERING) We've been discovered. What makes you think that?

Oster's been arrested.

The Gestapo came for him last night.

The Gestapo could have arrested him for anything.

What do you think went wrong?

We don't know.

Fuse. Temperature. Altitude.

All I know is the damn thing didn't go off.

General Tresckow to see Colonel Brandt.

The Colonel's expecting you, sir.

OLBRICHT: At ease.

You'll forgive me, General.

This little roundup has had me writing reports all day.

Roundup? Dissenters.

Another plot against the F黨rer.

(SCOFFS) Who are these people?

(CHUCKLES)

You'd be surprised.

Now, is this what you've come for?

Perhaps we should open it.

(SOFTLY) I beg your pardon?

Well, you've come a long way.

You must be thirsty.

You know, I wonder how the F黨rer, who does not partake,

would feel about a soldier who did so on duty.

(SIGHS)

Colonel Brandt.

I took you for another sort, General.

And I you.

We're still in business.

Find a replacement for Oster.

There's no one we can trust, not in Berlin.

Well, then stop looking in Berlin.

DOCTOR: Countess von Stauffenberg?

Perhaps before you go in, we could have a word together in my office.

I will see my husband now.

The right hand has been amputated above the wrist.

He's missing the fourth and fifth fingers on the left hand.

We couldn't save the left eye.

(SHALLOW GASP)

(GRUNTS)

(CLATTERING)

SOLDIER: Colonel.

When you're ready, sir.

STAUFFENBERG: I'm a soldier. I serve my country.

But this is not my country.

I was lying out there bleeding to death, thinking, "If I die now,

"I leave nothing to my children but shame."

I know now there's only one way to serve Germany.

In doing so, I'll be a traitor. I accept that.

Just tell me, can these men see it through?

We need to reorganize. Reconsider our strategy, recruit new men.

That's why we want you.

You understand what will happen to my wife and children

if these men can't see it through?

Come and hear what they have to say.

You know where to find us.

(MEN ARGUING)

CARL: Enough! Enough. I'm not going to listen to another word of this.

You had your chance, you failed.

Your so-called "central solution" didn't work.

Our only option now is to confront Hitler openly.

OLBRICHT: This is a military operation...

It's not a military operation,

it's a political organization,

and one that's given its military arm too much control.

OLBRICHT: In any military exercise,

you have to expect a certain measure of deviation.

A measure? A measure? What about total, complete, utter failure?

Gentlemen, I think it's time we face the fact

that the Allies are coming, sooner or later.

I say we sit back and let them wipe out the Nazis.

CARL: And ask every living soul in Europe

to pay the price? Use your head.

Carl, please. I'm sorry, Ludwig.

I've held my tongue too long.

We must confront Hitler now. Force him out!

And then what?

I beg your pardon?

When Hitler is gone, then what?

I'm sorry, who is this man?

Colonel Stauffenberg is Oster's replacement.

He's been transferred to my office at the War Ministry.

BECK: How's your uncle?

He's well, sir. He sends his regards.

He speaks very highly of you.

And of you, General.

Of course, one of the things that made Oster such a great organizer

was that he kept his opinions to himself.

(ALL CHUCKLING)

I'm simply asking what you intend to do when Hitler is gone.

You don't really believe you could just walk into the Reich Chancellery

and command the army to end the war?

Yes. We do.

You are in the presence of men who would have been Hitler's inner circle.

Instead, we refused, Colonel.

The people know we put our principles above personal gain.

We have the respect of the people. And the army.

Then you don't need me. Gentlemen.

(WHISPERING) Those men are confusing respect with popularity.

The army swore an oath, an oath that won't just die with Hitler.

What are you going to do?

How are you going to deal with Goebbels? Himmler? The SS?

They will wipe you out! It doesn't matter!

It only matters that we act, now, before we lose the war.

Otherwise, this will always be Hitler's Germany.

And we have to show the world that not all of us were like him.

That is not enough for me.

There has to be a chance of success.

Then find a way.

BERTHOLD: Poppy! FRANZ: Poppy!

Poppy's home! Poppy's home! Poppy's here! Poppy's here!

Mommy, he's here!

Mom, come down! Poppy's here!

I thought we agreed I'd come see you in Bamberg.

The children couldn't wait. The children?

(THE RIDE OF THE VALKYRIES PLAYING)

FRANZ: Super!

(CHILDREN GRUNTING)

(AIR RAID SIREN BLARING)

(EXPLOSION)

(DEBRIS CLATTERING)

(MUSIC STARTS AGAIN)

STAUFFENBERG: Valkyrie.

We've already considered Valkyrie. It isn't suitable.

Not as it's currently written, but the Colonel has an idea

I think we should consider.

Excuse me. What is Valkyrie?

BECK: Operation Valkyrie.

The Reserve Army has thousands of men all over Berlin.

Valkyrie is Hitler's contingency plan

to mobilize those men during a national emergency.

The sole purpose of the order is to protect Hitler's government

if he's cut off or killed.

And what use is this to us?

Valkyrie is designed to contain civil unrest.

But what if the SS were staging a coup?

State Security is trying to overthrow Hitler.

How would High Command respond? We would have no choice.

We would declare a military state of emergency.

Exactly, and initiate Valkyrie.

Hitler's own Reserve Army, using Hitler's own plan,

will have no choice but to seize power in Berlin to prevent the SS takeover.

They'll think they're fighting for Hitler's government, not against it.

HENNING: While we quietly put a new government in place.

But only if he's dead.

That's what you're saying, isn't it?

How else are you going to convince people the SS are trying to seize power?

We have to kill Hitler.

I'm disappointed in you, Colonel.

I thought a man of your background

would suggest a more honorable approach.

OLBRICHT: Your plan has a few minor obstacles, Colonel.

Firstly, Valkyrie would have to be rewritten to exclude the SS.

Then I'll need your help to get a copy.

Rewriting an order is one thing.

Distributing it is another.

In this case,

we'd be willfully circulating written evidence of high treason.

Evidence requiring Hitler's signature.

Well, we can all draw straws for that job.

And what about Fromm?

Fromm? Who is Fromm?

He's the commander of the Reserve Army.

I can put the reserve troops on alert,

but only Fromm can initiate Valkyrie.

Can you get to him?

We're running out of time. Can you get to Fromm?

He's a careerist pig.

But one who's gone as far as he can go in Hitler's army.

It's no secret he's not happy about it.

Offer him a key position in the new regime.

Make him see the light.

OLBRICHT: Your office is through there.

(KEITEL SHOUTING)

OLBRICHT: I have Colonel Stauffenberg for General Fromm.

Colonel Stauffenberg, sir.

Welcome back to the War Ministry.

It's an honor, sir.

KEITEL: You're an old woman, Fromm!

I'd send you to the front

if I didn't think you'd surrender

just to be Montgomery's whore!

The General will see you now.

What is it you want?

I wanted to introduce our new man, Colonel Stauffenberg.

Ah! From Africa.

I... I'd offer you my hand, but I might not get it back.

I'd say the General has lost more important things this morning.

It's about time they put somebody with balls into this office.

Please, sit down, Colonel.

And you, Olbricht, if you must.

(INHALES DEEPLY)

They tell me you're critical of the war, Colonel,

not that you don't seem to have good reason.

I am critical of indecision, General.

In the field? In Berlin.

So that's why you're here, I take it, to...

To make decisions.

I've already made my decision.

I'm here to help others make theirs.

They say when there's no clear option,

the best thing is to do nothing.

We're at war. We must act.

Sometimes rashly.

And what rash action did you have in mind, Colonel?

That would be a decision for the supreme military commander, sir.

A supreme commander.

Second only to the Chancellor.

If I were that man,

this war would be going quite differently.

Well, we were thinking the same thing.

I don't need to remind you

that we've all sworn an oath

to the F黨rer.

Having said that, I'm going to forget this conversation ever took place,

in the strict understanding

that such talk never occurs again under this roof.

Is that clear? BOTH: Yes, sir.

Now, you can tell your friends, Colonel,

that I always come down on the right side.

And as long as the F黨rer is alive, you know what side that is.

Heil Hitler.

Heil Hitler. Heil Hitler.

(SINGING IN GERMAN)

Of course! Yes! Very good guess!

You realize how close I am to Hitler.

With one word I can make you disappear.

My associates don't know we've been talking,

if that's what you're afraid of.

When the SS catch you,

they will pull you apart like warm bread.

It will be a crime just to have known you then.

I warn you, don't try to contact me again.

You won't report me.

Maybe if you had when I first approached you,

you might have been keeping your oath.

Now you're just as guilty as the rest of us.

And you think that makes me a sympathizer, hey?

Give a man a choice of betraying his fellow officer or his F黨rer

and you think his actions will show you his heart.

It is not that simple. Yes. Yes, it is.

For the last time, don't push me to make a decision.

I don't have a choice. It's clear now.

Without you, there is no hope of success.

You're nothing but rats jumping from a sinking ship!

What makes you think you'll be any different?

What makes you think you're stronger than the people, the Reich?

The very momentum of history!

This is going to happen.

Action is inevitable, as are the consequences.

When they come for me, I'll do everything I can

to hide what you knew and when you knew it,

but don't delude yourself.

You were involved in a crime against your country

long before you met me.

There may still be time to redeem yourself.

Only God can judge us now.

STAUFFENBERG: Hitler had Operation Valkyrie designed

to completely secure his government in six hours.

I'm rewriting the order so we can seize control of the government in three.

As written, the order spreads reserve troops

across all of Germany's 19 military districts,

including occupied cities like Paris, Vienna and Prague.

This is a waste of resources.

Since all of these districts follow orders from Berlin without question,

you take Berlin, you take Germany.

I'm rewriting Valkyrie

to direct the majority of our strongest units

to focus entirely on Berlin.

We'll surround the government quarter,

occupy all SS and police barracks.

Once we have control of the government,

we'll shut down all concentration camps.

Any officers who resist will be arrested or shot.

I've been transferred to the front.

Anyway, it doesn't matter.

You know these orders better than anyone.

That's why I'm putting you in charge of the military wing of the operation.

Beck agrees.

Why not Olbricht?

No. It's your plan. It's you.

One more thing. You need to be absolutely certain

no conflicting orders get out after the flash.

It is not enough to kill Hitler.

We need to isolate his chain of command

and cut them off from the outside world immediately.

Yes, I've already considered that.

I think I have just the man who can help.

Who is he?

Perhaps it's better I don't say.

You know, God promised Abraham he would not destroy Sodom

if he could find just 10 righteous men.

I have a feeling that, for Germany, it may come down to one.

Let's begin.

"The F黨rer, Adolf Hitler,

"is dead."

Heil Hitler, General.

Would you excuse us, please? Thank you.

You play the part of bureaucrat beautifully.

It's the only time I get to relax.

You've been promoted Chief of Staff for the Reserve Army.

Excuse me? Congratulations.

I am busy with other things. Unfortunately,

your nocturnal activities don't count as service to the Reich.

I'll refuse the promotion.

You'll do no such thing.

Tresckow may have left you in charge of the operation,

but in this world I still outrank you.

You will accept the promotion.

You'll have real access to Hitler,

his advisers, his schedule. We need this.

I've looked through your changes to Valkyrie.

I approve.

I'll need you to get Hitler to sign it.

Now. There's a man here to interview as your adjutant.

He comes highly recommended.

Close the door.

Be seated.

Do you know how this war will end, Lieutenant?

The portrait will be unhung,

and the man will be hung.

I'm engaged in high treason with all means available to me.

Can I count you in?

For anything, sir. Anything at all.

(DOOR OPENING)

Come. Come, come.

Colonel Brandt, Operations.

Colonel Stauffenberg, I'd like to review your presentation to the F黨rer.

Strictly routine.

Sir, the contents of the Colonel's bag

are for the F黨rer's eyes only.

I am the F黨rer's eyes, Lieutenant.

The Colonel is a member of my staff at the War Ministry.

He doesn't answer to you.

They're waiting. This way.

(MEN CHATTERING SOFTLY)

(CHUCKLING)

My F黨rer. May I present Colonel Stauffenberg,

our new chief of staff for the Reserve Army.

Heil, my F黨rer.

May I say what an honor it is to meet an officer

who has sacrificed so much for Germany.

If only more of my men were like you.

Let this man stand as an example to all of you.

He is the ideal German officer.

My F黨rer. Colonel Stauffenberg was asked to come here today

to brief us on mobilizing troops of the Reserve Army to...

To repel the invasion.

HITLER: Invasion?

At Normandy, my F黨rer.

Oh, yes.

Normandy.

That will not be necessary.

Reichsmarschall G鰎ing assures me that everything is completely under control.

Thank you, Colonel.

My F黨rer, if I may.

I have an amended copy of Operation Valkyrie for your approval.

You know your Wagner, Colonel?

The Valkyrie. Handmaidens of the Gods,

choosing who will live and who will die, sparing the most heroic

from an agonizing death.

One cannot understand National Socialism

if one does not understand Wagner.

I'm sure whatever changes you've made are for the best.

You're dismissed. Send your man home. And, Fromm?

Have some fresh tea brought in, will you?

(MEN CHUCKLING)

(SOFTLY) I don't know what you're brewing up, and I don't want to know.

But when the music stops,

I'd be obliged if Keitel found himself without a chair.

(DOOR OPENS)

Any problem on Earth can be solved

with the careful application of high explosives.

The trick is not to be around when they go off.

Two 975-gram packs of Plastit W.

Enough explosive to cripple a panzer.

Your detonators, your fuses. British time pencils.

This acid capsule is your trigger. When you're ready to arm,

attach the detonator to the bottom of the time pencil, like so,

insert the entire device into either end of the Plastit W,

crush the acid capsule, and you're live.

When the acid eats through the wire holding back the firing pin,

well, you'll want to be very far away.

For you.

How much time will we have?

Theoretically there's a 30-minute delay,

but with the kind of heat you can expect at the Wolf's Lair,

I'd give you 10, 15 minutes, tops.

That's hardly precise.

This is state-of-the-art. You can have small or precise, not both.

Might this just be a little too small?

No. Hitler's bunker will magnify the blast.

It is constructed of reinforced concrete. Steel door, no windows.

The air pressure generated by just one of these explosives in a space like that

will kill everyone instantly.

The second charge will be entirely redundant.

Lf, by some miracle, Hitler does survive, what then?

We still initiate Valkyrie.

At that point, there will be no turning back.

But we'll have an advantage.

We have an inside man at the Wolf's Lair.

After the flash, he'll cut off communication with the outside world.

While Hitler's inner circle is struggling to regroup,

we'll have the momentum we need to seize control in Berlin.

Himmler is expected to be at the meeting as well.

Don't proceed unless you can get them both.

What?

Don't proceed unless you're confident you can get both Himmler and Hitler.

This is Goerdeler, isn't it?

I'll hold off, if the decision is unanimous,

but I want another man on the committee. Not a politician.

Who? Him.

OLBRICHT: Him? STAUFFENBERG: Him.

Fine.

But remember, this is a military operation.

Nothing ever goes according to plan.

I'll take the children to Bamberg.

If I fail,

they'll come for you.

All of you.

I know.

BECK: Gentlemen. Good morning.

Hitler has scheduled a military briefing for today at 1:00.

Stauffenberg will start once everyone is present.

They're here. BECK: Before arming the explosives,

Stauffenberg will call for authorization to proceed.

After the flash, his inside man

will sever all communications.

Assuming Fromm refuses to join us,

Olbricht would take command of the Reserve Army

and initiate Valkyrie. Initiate Valkyrie.

Then he'll notify all district commanders

that the SS is attempting to seize power.

The Reserve Army will arrest all SS, Gestapo and Nazi officials.

By then, Stauffenberg will have returned to Berlin

and taken command of the Reserve Army.

Witzleben and I will assume the roles of commander of the armed forces

and head of state.

With Berlin secured,

Dr. Goerdeler will address the nation as our new chancellor.

Then, God willing,

we can negotiate a truce with the Allies

and save Europe from total destruction.

This will identify you as a member of the operation.

Nobody gets in or out of the perimeter without one.

Gentlemen, this is the most important day of your lives.

Long live sacred Germany.

Captain. What is it?

An order from General Olbricht's office.

It's calling the Reserve Army for some sort of standby action

in all the military districts, including Berlin.

Looks like a drill of some kind. Send it through, Sergeant.

Sir?

"Standby action"? What the hell for?

The order doesn't say.

Assemble the men. This better not be a drill.

(MAN SHOUTING ORDERS)

(SIRENS WAILING)

The men are assembled and awaiting further orders.

What do you suppose this is really all about?

(GUARD SPEAKING GERMAN)

Your man?

He is now.

(MEN CHATTERING SOFTLY)

(SOFTLY) Colonel.

(DOOR OPENS)

SOLDIER: Attention!

Gentlemen. For our first order of business,

General Fromm will present his plans

for the reallocation of troops from the Reserve Army on the eastern front.

Now, as you know, last night the Russians launched a new offensive

against Army Group North Ukraine in the South Poland section.

General Harpe was brought in to replace Model

and bring a swift end to this confrontation.

(WHISPERING) Himmler is not here.

Hence the transfer of three divisions

to fortify General Harpe's troops.

Now, these divisions will stick to a mobile defense plan

rather than holding any one particular...

OPERATOR 1: Yes, sir. I'll put that right through. Connecting now.

OPERATOR 2: Operator. Direct me to the War Ministry.

General Olbricht's office. One moment, please.

OPERATOR 1: Yes, sir. Connecting now.

(PHONE RINGS)

General Olbricht's office.

Himmler's not in the briefing.

I'm ready to arm. Permission to proceed.

Hold the line.

Stauffenberg says Himmler's not at the briefing. He wants to proceed.

Call Beck.

(PHONE RINGS)

Beck.

QUIRNHEIM: Himmler is not at the briefing.

Himmler's not at the briefing.

FROMM: Already diminished reserves.

BECK: No.

They say no.

What do you say?

(WHISPERING) I say do it.

SOLDIER: Attention!

Whatever it was, Colonel, I hope it was important.

Colonel? Your bag.

This has been a drill! You're dismissed!

(OFFICER SHOUTING ORDERS)

How dare you put the Reserve Army on standby without my knowledge?

Damn near cost me my commission.

And what in God's name made you think you even had the authority?

It was only a drill, an exercise.

Oh, don't lie, Olbricht! Not to me.

We both know it wasn't a drill.

General, if I may...

No, you may not, Colonel.

You may not do anything.

Because not only have you proved to me you can't deliver,

you've painted a target on my back.

If I so much as sense you trying to move the Reserve Army again,

I will personally have you both arrested.

Do I make myself abundantly clear?

Yes, sir. Yes, sir.

Heil Hitler. Heil Hitler.

I'll hear you say it, Colonel.

(CLICKS HEELS FORMALLY)

(SHOUTS) Heil Hitler!

The point of replacing Hitler is to negotiate a truce with the Allies.

The Allies, I suspect, would be more amenable to a truce

if we offer it to them before they get to fucking Berlin!

CARL: There's no point in killing Hitler unless you kill Himmler, too.

Why remove a madman just to have a lunatic take his place?

Today's failure had nothing to do with Himmler, and you know it.

This is a military operation in the hands of a politician, nothing more.

What are you suggesting? I'm not suggesting anything.

I'm stating the facts as I see them.

You don't have the courage to kill Hitler,

so you are making the task impossible.

Nothing seemed to stop you and your henchman from trying it on your own.

My only regret is that I waited for you to find your backbone.

I don't think I'm alone when I say your judgment is in question.

I'd like to call a vote. Carl.

I propose that we relieve Colonel Stauffenberg.

Carl, can I have a word with you in private?

No, Ludwig. If you've got something to say, say it.

Very well. I heard from the Chief of Police this evening

that Himmler has issued a warrant for your arrest.

You have to leave Germany tonight.

When we succeed with the central solution,

you'll return as chancellor.

Disappear, Carl. Avoid contact with anyone.

Good luck, Colonel.

No more indecision.

From now on, Stauffenberg has full discretion.

I can't issue the alert again unless we follow through.

I'll do my job. You just take Berlin.

FEMALE OPERATOR: Hold on, sir.

I'll try to connect you right now.

Thank you.

NINA: Hello? Hello?

Hello?

(STATIC CRACKLING)

Hello?

OPERATOR: I'm sorry, sir. There is bombing in Ebingen. We've been disconnected.

Ebingen is a long way from Bamberg.

I'm sure your family is safe.

Thank you.

Welcome, Colonel.

Do you have a place where I could change, Major?

Please follow me.

At least put the Reserve Army on standby alert.

Not until I've heard from Stauffenberg. Not until I'm sure.

But that's not what he... Noted, Colonel. Thank you.

The meeting has been moved up to 12:30.

Mussolini is arriving on the afternoon train.

The F黨rer wants to have lunch with him. BRANDT: Yes, sir.

Will Mussolini be joining us in the briefing, sir?

I only wish he were.

Then some ambitious officer might take the opportunity

to shoot that dago bastard.

Excuse me, General. I'm expecting an important call.

Could you please have someone come and get me?

Even if I'm with the F黨rer.

Of course, Colonel. Thank you, sir.

Colonel.

(PHONE RINGS)

Major Freyend speaking.

(KNOCKING ON DOOR)

Colonel? They insist you hurry.

The briefing's about to begin.

One moment, please, Major.

(WHISPERING) Ten minutes. Two for the walk, one for the checkpoint,

one for the bunker, six to get out.

Plenty of time.

(LATCH CLICKS LOUDLY)

Excuse me, Colonel.

Sir! The F黨rer's at the briefing!

The Colonel is changing, Major.

You understand this can be difficult. Of course.

(WHISPERING) Plenty of time.

(SOFTLY) Get the car. But, sir...

I have everything I need. Get the car.

I can manage this.

Where are they going? It's too hot.

The briefing has been moved to the conference hut.

(SOFTLY) Major, my injuries have left me hard of hearing.

Would you place me as close to the F黨rer as possible?

I'll see what I can do.

HEUSINGER: ...against the Red Army.

Not only have they been advancing from the east,

but they're coming down on the northern and the southern fronts as well.

As you can see, my F黨rer, if the enemy continues at this rate,

the situation in the East Prussian sector is critical.

Lack of supplies is continuing to weaken our main units,

and reserves are severely depleted.

My F黨rer, you remember Colonel Stauffenberg?

HEUSINGER: As you are all aware,

in the past two days alone, the 10th Army has given up Ancona,

the 14th Division has been pushed out of Livorno.

Army Group Center has already lost 28 of their 40 divisions.

That is a total of almost 350,000 men.

Since the Red Army first attacked nearly a month ago,

our troops have already been pushed back to the Polish border.

(RINGING)

Conference hut.

This, compounded with the loss of the 4th Army in Minsk,

threatens the entire eastern perimeter. Yes, sir.

We must consider pulling men from Army Group North Ukraine,

as well as the Romanian...

...and prevent further losses.

Unless we can quickly dispatch new blocking divisions

at vital points along the German right,

Army Group will be swallowed...

(WHISPERING) Colonel. There's a telephone call for you.

...by the enemy in less than a fortnight.

And we run the risk of losing all the ground we have managed to gain

in the last three years. Our spearhead...

General Fellgiebel, sir. He says it's urgent.

Yes, General, this is Stauffenberg.

...Russian air activity has proven just as impregnable as their ground force.

(SHOUTING) Why? HEUSINGER: My F黨rer...

In some areas they outnumber us seven to one.

If we can afford to give ground

along the Italian front, I further...

One thing is certain,

the Red Army will continue an aggressive push west,

even at the expense...

In order to rebuild at this...

...already southwest of D黱aburg

and closing on Army Group at Lake Peipus.

If they are not immediately withdrawn, it will be a catastrophe.

(MEN SHOUTING)

(SIREN WAILING)

Get in. Drive.

I have orders from the F黨rer. Drive.

Drive! Drive!

FELLGIEBEL: As you were.

(MEN SHOUTING)

Get me the War Ministry. General Olbricht. Olbricht!

The call is urgent!

(RINGING)

General Olbricht's office.

FELLGIEBEL: I'm calling from the Wolf's Lair

with an urgent message for General Olbricht.

Something terrible has happened. The F黨rer is...

Fellgiebel?

Sever all communications.

Sir? Just do it!

Well, what did he say? (STUTTERS) I couldn't be sure.

Well, get him back on the line.

Sir, the bomb did go off. That much was clear.

Fellgiebel's next step will be to sever all communications.

Sorry, Colonel. No one gets in or out.

We have an order from the F黨rer.

We have to get to the airfield immediately. Open the gate.

I'm very sorry, but my orders are to keep the gate...

I just gave you an order, Sergeant.

Sir!

Sir. Excuse me.

Colonel Stauffenberg for Field Marshal Keitel.

Colonel Stauffenberg was explicit.

We initiate Valkyrie regardless.

Only Fromm can initiate. You know that.

Then tell him Hitler's dead.

Or arrest him. But do it now.

Sir, you have to give the order to initiate Valkyrie. This is our only...

I'm not doing anything until I hear from Fellgiebel.

Get him back on the phone now.

Every second we stand here arguing is a second lost.

The risk is too great.

What about Stauffenberg? What about his risk?

He did his part, and now you're abandoning him.

Field Marshal, sir. Stauffenberg here.

A Sergeant...

Kolbe, sir.

What? Kolbe.

...Kolbe won't let me pass the main gate.

Yes, sir, I explained that.

Perhaps you can make him understand, sir.

Everything's fine now, sir. Thank you.

Open the gate!

At least put the Reserve Army on alert.

When Stauffenberg returns,

when he gives me confirmation that Hitler is dead, then we'll proceed.

And where are you going?

The same place as you are. Lunch.

Another standby alert.

Send it through. But keep me informed.

Sir. Another standby order.

In ancient Greece, you would have been killed for this.

Lucky for you we've evolved.

Assemble the men.

(SIRENS WAILING)

(MEN SHOUTING)

Quiet, isn't it?

I'll see where our driver is.

This is von Haeften. The Colonel and I are at the airfield.

There's no car. There's no one here.

You mean to tell me the alert's only just gone out?

This is Stauffenberg. Get me General Olbricht.

What's this?

Explain this! Someone had to do something

while you were playing dead!

We don't know that Hitler is not alive.

This is about Germany, for God's sake, not you!

(PHONE RINGING)

General Olbricht's office.

Colonel Stauffenberg. For you, sir.

This is Olbricht. It's been three hours, Olbricht.

What the hell have you been doing?

We've had no confirmation that Hitler was dead.

Damn it! I saw the explosion myself! We are committed.

Dear God. Now, where is Fromm? Is he with us?

Is he with us? No one has spoken to him yet.

(SIGHS)

You listen to me. Never mind Germany. Never mind Europe.

Your life is at stake now.

And if you want to live through the night, you'll do exactly as I say.

The second you hang up the phone,

initiate Valkyrie in Fromm's name.

Give him the choice to join us, or place him under immediate arrest.

Do you understand? Yes.

I'll be in Fromm's office in 15 minutes.

Be there when I arrive.

Call Beck and the others. Tell them it's time.

Put me through to Communications.

This is General Olbricht,

calling on behalf of General Fromm,

commander of the Reserve Army.

The F黨rer, Adolf Hitler, is dead.

A group of radicals in the SS

are attempting to seize control of the government.

Initiate Operation Valkyrie.

You have your orders. Pass them along.

Battalion. Attention!

The F黨rer...

Our F黨rer, Adolf Hitler,

is dead.

Who told you the F黨rer was dead?

General Fellgiebel. At the Wolf's Lair.

There's no use calling. All communication lines are down.

Yes. Get me the Wolf's Lair.

FEMALE OPERATOR: One moment, sir.

MAN: Wolf's Lair. May I connect you?

Yes. General Fromm for Field Marshal Keitel. Urgent.

Keitel. Yes, I'm sorry to disturb you, sir,

but I wonder if you could tell me what's happening.

The most incredible rumors are circulating in Berlin.

I don't know what you mean.

There's talk that the F黨rer has been assassinated.

Another failed attempt.

The F黨rer was never in danger.

By the way, where's your man Stauffenberg?

Stauffenberg? He... On his way back to Berlin, I would think.

Let me know when he arrives. I'd like a word with him.

The F黨rer's fine. That is a lie. Adolf Hitler's dead.

Operation Valkyrie is in effect.

Only I can initiate Valkyrie.

You did.

This is treason.

Right now, the Reserve Army's assuming control of Berlin.

Are you with us or not?

Do you realize what you've done?

The F黨rer is alive. I delivered the bomb myself.

I saw the blast. He is dead.

Are you with us?

(STAMMERS) I don't believe this is happening.

This is some kind of a joke. Are you with us or not?

Colonel, if what you say is true,

you should shoot yourself immediately.

The rest of you are under arrest.

No, General. You are.

I don't know where you think this is going.

Get me Operations.

This is Colonel Stauffenberg.

Seal off the War Ministry per Operation Valkyrie.

No one gets in or out

without authorization from General Olbricht's office.

General Beck.

You're not wearing your uniform, sir.

This should be seen as a movement of the people.

(DOOR OPENS)

Colonel Stauffenberg? Yes.

The chief has guaranteed the full support of the Berlin Police.

You will have no interference from my men. You have my word.

Thank you.

Colonel Stauffenberg, sir. We are reporting for duty.

Thank you for coming.

Gentlemen, in three hours I want confirmation

that the government quarter is ours

and SS Command has been cleared of every living soul.

You all know what must be done.

By nightfall, I want to know that Hitler's Germany

has seen its last sunrise.

(HORN HONKING)

STAUFFENBERG: Yes, sir. All replacements have been authorized.

In fact, Field Marshal Witzleben

has been appointed Commander-in-Chief of the Armed Forces.

That's exactly why he's been appointed.

If he was a member of the Party,

he'd be locked up as a suspect.

Yes, sir, I understand your concern, but this is an emergency.

The commanding officer at the 11 th District, please.

I need a decision, Major.

Tell your men that acts of vengeance will not be tolerated.

STAUFFENBERG: Why hasn't anyone occupied the Tegel broadcasting station?

Can I speak to the commanding officer in Hannover, please?

BECK: We represent a different form of government.

STAUFFENBERG: I'd be careful who you said that to.

Loyalty to the Party isn't what it used to be.

Yes, Paris. France.

Not since they murdered the F黨rer.

And, Josef. Thank you.

You've made the right decision.

District 13 is ours.

By order of Field Marshal von Witzleben,

you are under arrest for crimes against the state.

This is Stauffenberg. I'm trying to connect with Major-General Thadden.

No, I've already spoken to 413 Battalion.

You'll have no trouble getting reinforcements.

The order explaining everything will be in your hand shortly.

No, these are your orders. Excellent.

My wife is in Bamberg with my children.

Would you please try to raise them on the phone?

Yes, sir. Thank you.

General Schwedler has issued the Valkyrie orders

and has sealed off headquarters.

Good. Check on the radio stations every 20 minutes

till we have confirmation they're ours.

STAUFFENBERG: Well, with all due respect, sir,

you can't believe everything you hear.

That is SS propaganda. He's dead.

Only the commander of the Home Army is authorized to give orders.

General? Sir.

BECK: Hello, Christian? Our men in the transport offices

have secured the railway communications network,

but there are repeater stations...

Yes. I give you my word. ...telephone and telegraph offices,

emergency broadcast outposts. We need more men.

Thank you. Give my best to your family.

He's with us.

STAUFFENBERG: Mertz? Call Potsdam.

Tell them to place all available units under our control.

You have your men. Now get control of the radio.

We have control of the government quarter.

We don't have Berlin yet.

(OFFICER SHOUTING ORDERS)

What is it now, Sergeant? Arrest orders, sir.

One from Colonel Stauffenberg in the War Ministry

to arrest Reich Minister Goebbels.

The other is from the Wolf's Lair,

to arrest Colonel Stauffenberg.

Send them both through.

Our job is not to interpret orders,

our job is to pass them along, regardless.

Yes, but... (SHARPLY) That will be all, Sergeant.

(MEN CLAMORING)

This is treason! You're all going to pay for this!

Do you hear me?

New arrest orders, sir.

For Stauffenberg and Goebbels.

Do we arrest them both?

I would hate to find out I'm being taken advantage of.

You really think it's a coup?

Of that I am certain.

What I can't say is which side we're on.

Come with me.

QUIRNHEIM: District 4, Dresden and Leipzig.

District 12, Wiesbaden. District 9...

STAUFFENBERG: They've had no trouble getting reinforcements,

and I rely on you seeing that this gets done.

I've just spoken to Colonel Linstow.

They've arrested 1,200 SS and Gestapo officials in Paris.

Not a single shot fired.

Early reports from Vienna are good.

I'm waiting on word from Prague.

Incredible.

I'm ready to be connected.

Minister Goebbels?

What can I do for you, Major?

My battalion has an order to blockade the government quarter

and place you under arrest.

Are you a dedicated National Socialist, Major?

Yes, sir.

Major Remer here. Hello?

HITLER: Do you recognize my voice?

Yes, my F黨rer.

Then listen to me very carefully.

I want these traitors taken alive.

Yes, my F黨rer.

You heard what he said.

The F黨rer wants the traitors taken alive.

Yes, sir.

It's a coup, all right. We can't afford to remain neutral any longer.

You have to make a decision.

When it's over, we better wind up on the right side.

Very well.

Send through all communications from the Wolf's Lair.

Stop all communications from Stauffenberg.

REMER: Release these men!

But they're part of the coup.

I've just been on the phone with Hitler himself.

We are the coup, you idiot.

We've been duped.

We've lost contact with District 11.

The switchboard is overloaded.

Give it 10 minutes and try again.

Give me General Bieler, District 11.

We still need...

I don't want to leave any section... Keep trying.

Out of my way. Where is General Fromm?

General Fromm is no longer in command. I am.

Beck? What are you doing here? What is going on?

The F黨rer is dead.

The SS are staging a coup.

We've initiated Operation Valkyrie to crush the uprising

and save Hitler's Germany.

You will present the order to your troops.

I will do no such thing until I speak to General Fromm.

You will follow your orders, or you are under arrest.

This is treason. I will take no part. The F黨rer is not dead.

The F黨rer is not dead! Stop him!

The F黨rer is not dead! The F黨rer is not dead!

I have sworn an oath! This is treason!

You all swore an oath! Listen to what I have to say.

You are all making a terrible mistake!

The F黨rer is not dead!

Please try my wife again.

Bamberg, please.

Take your hands off me!

HAEFTEN: Sir.

MAN ON RADIO: Over 215 enemy tanks have been annihilated

in the past week alone.

The air force, engaged in low-flying offensives

on enemy concentrations... STAUFFENBERG: Lieutenant.

I can't get through to General Gerlach.

Send a runner down to his office. Bring him here.

BECK: Yes, thank you.

Yes, this is Stauffenberg.

I was speaking to the General about five minutes ago.

He told me he'd return my call.

I've yet to hear from him.

I trust everything in your district is under control?

BECK: Hans, I need your answer.

There's no more time for indecision.

And the General knows I'm waiting?

I'm ordering you to put him on the phone immediately.

The army gave their oath to a liar, Hans.

STAUFFENBERG: Hello?

BECK: One who's broken his own oath...

Hello? ...to the people a hundred times over.

Hans, listen to me...

This operation has been terminated! Stand down!

MAN ON RADIO: Today, an attempt was made on the F黨rer's life.

The F黨rer himself suffered no major injuries

beyond light burns and bruises.

He resumed his work immediately.

Those seriously wounded include General Schmundt,

Colonel Brandt and staff assistant Berger.

Lighter injuries were sustained by General Jodl

and Generals Korten, Buhle, Bodenschatz, Heusinger...

Send the following orders to all Reserve Army commanders.

"Broadcast incorrect. F黨rer is dead.

"Operation Valkyrie still in effect."

...and, as scheduled, received Mussolini for an afternoon briefing.

Long live our F黨rer, Adolf Hitler,

whom the almighty God has so visibly blessed today.

I saw the blast.

MAN ON RADIO: Today an attempt was made on the F黨rer's life.

The F黨rer himself suffered no major injuries

beyond light burns and bruises.

I'm sorry.

He resumed his work immediately.

Those seriously wounded include General Schmundt,

Colonel Brandt and staff assistant Berger.

Lighter injuries were sustained by General Jodl

and Generals Korten, Buhle, Bodenschatz, Heusinger...

(CLICKING PHONE)

Shortly after the attempt on his life,

the F黨rer was joined by Reichsmarschall G鰎ing

and, as scheduled, received Mussolini for an afternoon briefing.

Stay tuned for the F黨rer's address to the German people.

My family?

Our lines have been cut.

I'm sorry.

Go.

It's all right. Go.

General. Sir. We have to get you out of here.

(VEHICLES APPROACHING)

(ALL CLAMORING)

Get him out of here.

Stop! STAUFFENBERG: Stand down!

I said stop! I said stand down!

(GRUNTING)

Hold your fire!

Colonel Stauffenberg?

By orders of the F黨rer, you're under arrest.

If you have any last messages to your wives and children,

I will hear them now.

Very well.

A court-martial convened by me in the F黨rer's absence

will pronounce sentence.

Beck, you're under arrest.

Colonel Mertz von Quirnheim, General Olbricht, Lieutenant Haeften,

and the Colonel whose name I will not mention,

are condemned to death.

General. My orders are to take these men alive.

Noted, Major.

I'd like a pistol, please.

For personal reasons.

Get on with it.

With all respect... That will be all, Major.

Killing us won't hide your involvement.

FROMM: My involvement? I don't know what you're talking about.

You knew and did nothing.

You're as guilty as any of us.

FROMM: Spare me, Lieutenant.

No one will be spared.

I'm thinking of earlier times.

(GUNSHOT)

This is an outrage that has never before been perpetrated here!

A field marshal and a general

declare that they could do things better

than he who is the F黨rer of us all!

You confess to having said this? Yes.

HITLER: My fellow Germans.

I speak to you tonight for two reasons.

First, so that you can hear my voice and know that I am unhurt.

Second, so that you may know the details of a crime

without parallel in German history.

A small clique of ambitious, dishonorable officers

have conspired to eliminate me.

Except for a few bruises and burns, I was completely untouched.

I see in this the hand of Providence,

directing me to complete my work.

Look them in the eye.

They'll remember you.

SOLDIER: Olbricht!

Make ready.

(RIFLES COCKING)

HENNING: Well, we have to show the world

that not all of us were like him.

(GUNSHOTS)

SOLDIER: Safe! Stand!

(GRUNTS)

Fire!

Stand!

SOLDIER: Stauffenberg!

CARL: The people know we put our principles above personal gain.

SOLDIER: Make ready!

Aim!

(GUNSHOT)

Safe! Stand!

You may hand us over to the executioner,

but in three months' time,

the disgusted and harried people will bring you to book

and drag you alive through the dirt in the streets.

JUDGE: Take him away.

Make ready.

Aim.

Long live sacred Germany! Fire!

(GUNSHOTS)

Stand.

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