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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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