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The movie starts off with Colonel Claus von Stauffenberg (Tom Cruise) writing in his diary about how Hitler has run Germany into the ground. Stauffenberg is currently on the front lines of North Africa. A general goes to meet him and Stauffenberg narrates that he only wants to save as much men as possible. The General states that he is going to move the army closer to the front. Stauffenberg argues that he should move them back. The General accuses him of being a bit disloyal to the army. Stauffenberg says he only wants to save his men. The General quietly asks him if there is a way for this to look like no one will take the blame for a retreat of forces. Stauffenberg says there is. The General agrees to the plan just as planes come in overhead. The planes start to shoot everything in sight. Stauffenberg runs over to the General and he sees that he is dead. He tries to help a soldier up and puts them in a truck, which he tries to start. A plane comes in overhead and blows up the truck. Stauffenberg lies there with blood seeping through the sand where his eye was.

We then see Major-General Henning von Tresckow (Kenneth Branagh) waiting outside a plane, which we find out holds Hitler. The General goes to his office and he and his assistant assemble a bomb out of a bottle of alcohol. He gives the bottle of alcohol to one of Hitler's liaisons and the plane takes off. Tresckow waits in his office as they watch the clock. The phone rings and he gets a call saying that Hitler's plane has arrived safely. He looks anxiously at his assistant and calls the liaison of Hitler and says that he wishes to pick up the bottle of alcohol because he is going to Berlin all the sudden. He says he will pick it up in the morning.  The next morning he is met by General Olbrecht (Bill Nighy) who whispers that they have been discovered. Tresckow does not think so and goes to pick up the alcohol. The liaison is suspicious of Tresckow and then asks Tresckow if he wants to partake since he is "oh so thirsty". Tresckow thinks quickly on his feet and says that he doesn't think that a Furer who doesn't partake would appreciate that his officers drink on duty. Tresckow then leaves and tells Olbrecht that the group has not been compromised, but they need a new person because one of their group has been arrested. Olbrecht says that there is no one left in Berlin that they can trust. Tresckow says that then they must find someone out of Berlin.

Stauffenberg's wife comes to see him in the hospital. The doctor wishes to speak with her before she sees her husband (It is hinted that he looks ghastly). The wife says she will see him now and she goes over to him and kisses him on the lips. The doctor says that he has lost his right hand and three of his fingers on the left hand. His left eye is gone. It cuts to Stauffenberg trying to put on clothes for the first time with his disabilities which he struggles with and drops his uniform. We then see a scene where he is in the hospital in full dress uniform giving out medals of Honor. It is clear that he is severely affected by the badly wounded soldiers.

Stauffenberg is contacted by Tresckow (he will become the person outside of Berlin that they need). They are in a church and looking up at a giant crucifix (symbolizing sacrifice). Tresckow asks him to just come to the political meeting. Stauffenberg states that he realizes that the only way for him to leave something for his children is to make sure that Germany is no longer Hitler's Germany. However, he will only join if the plan will succeed and the people can assure him it will succeed. Tresckow leaves and we see a long shot of the crucifix that the church that they were in is actually bombed out showing how awful Germany has become.

At the political meeting, there are politicians and generals talking about the plans to kill Hitler. A politician becomes angry and says that they must focus on making Hitler dead. Stauffenberg speaks up from the background and asks, "What will you do once he is dead?" The politician is disgusted and asks who this person is. Tresckow explains who he is and Stauffenberg asks what will you do again. The politicians say that the government will fall into their hands. Stauffenberg leaves in a huff and says "then you don't need me". Stauffenberg angrily exclaims to Tresckow that they don't seem to understand that the army has sworn an oath to Hitler and they will not go with these plans even if Hitler is dead (this will become important later).

Stauffenberg comes to go see his wife and children and his wife goes up to him and passionately kisses him. The children leave and the wife starts to hold him like she’s about to dance with him but she just stares at his lost fingers. His children come in with hats and capes and put on music on a record player. He laughs and watches his children but then becomes disturbed when he sees his daughter in his Nazi hat saluting him. An alarm sounds and they rush to the cellar, leaving the record player on.  The record player skips onto a new song, as they are bombed.  The song that it falls on is the song "Walkurie" by Wagner. Stauffenberg gets an idea.

The next day he approaches the group and he says "OPERATION VALKYRIE". Operation Valkyrie is an action plan that was designed by Hitler himself. It is a contingency plan that solves the next in line government if Hitler should ever be injured or die.  Part of the issue is that if they try to attempt a coup on the government, the SS would try to take over and those most loyal to Hitler. If they somehow got rid of the SS via Valkyrie then they would be able to effectively switch the government. Tresckow points out several flaws in the plan. First, they would have to amend Valkyrie to arrest the SS immediately. They would have to get a copy of the plan to amend it. Then they would have to get Hitler himself to sign it. They amuse out loud that they pity the person who would have to get him sign it because of the high risk. Stauffenberg says ok, we will draw straws then for it  (Important later).  One of the Generals objects because getting a copy of the plan means that they will be circulating evidence of treason.  They will have to get a copy from General Fromm (Tom Wilkinson). Olbricht asks whether he is on their side. They say that General Fromm has gone as far as he can in Hitler's army and feels that he can go no farther. So they plan to offer him a higher position in the new government.

Olbricht and Stauffenberg goes to Fromm's office and find that a General is arguing basically that he is incompetent. Olbricht and Stauffenberg go in and say they want to see him.  Fromm just stares and says hello and that he would shake his hand but he is afraid he wouldn’t get it back. Stauffenberg says that I think that you lost more than that today referencing the fight with the General. Fromm smiles and laughs and invites them to sit. Stauffenberg and Olbricht talk in discreet ways to say that if they were going to have someone like him go higher they would need his allegiance. Fromm says that if he were such a person (then undoes the phone which it is hinted there is bug in) that he would forget about this incident of treason and ignore it. As long as Hitler is alive he has allegiance to that side.

We then see a Nazi party for generals. A general is there and is laughing with some comrades and women and then he looks at his drink and suddenly becomes disturbed. We then see him go to the bathroom and yell "Stop following me" and then he drops his drink in the sink and we see that the item that disturbed him was the glass eye that Stauffenberg has was put into the drink. He exclaims that he can't help with treason. Stauffenberg tries to persuade him to help. The communications general says that he can't but seems to be wavering.

Stauffenberg has somehow gotten a hold of Valkyrie and is in the woods with a secretary typing the rewording of the plan. He will cut the reorganization of government from 6 hours to 3 and he will also only take hold of Berlin because the other cities will follow suit anyways. He is with Treskcow and we find out that he has been transferred to the front lines so he can no longer help.

Stauffenberg then invites an officer into his office. Stauffenberg is staring at Hitler's picture and not looking at the officer. He says that soon that picture will no longer be hung and Hitler's neck will be. He then turns to the officer and says that he is involved in high treason and was wondering if he would like to help (Quite boldly and shockingly). The officer swallows hard and then says he will do everything necessary to help. Olbrecht then comes in and tells him that he is promoted to the Reserve Army chief. Stauffenberg tries to refuse but Olbrecht pulls rank and says that this is perfect because this will get them direct access to Hitler's schedule and to him.  This means that now Stauffenberg will be the one to get Project Valkyrie signed (the one that was so risky and that no one would want).

Stauffenberg is with his assistant going to go see Hitler to go get Valkyrie signed. When he arrives we see that he has replaced his eye patch with his glass eye. He enters the inner sanctum of Hitler and Hitler seems to mutter a lot and be hunched over. Stauffenberg is introduced to Hitler as the new Reserve Army chief and Hitler exclaims that Stauffenberg has lost so much for the country and that he is a model soldier. Stauffenberg seems repulsed by this. He says that he has a new plan for Valkyrie... for Normandy. Hitler says that this is not necessary because he has been assured everything is going well by his advisors (His advisors in the background are rolling their eyes with fear as it seems things are really not going well). Hitler then looks at Valkyrie quietly and then says that he thinks that Stauffenberg can be trusted with revisions and just signs it.

They have gotten all the necessary parts for the plan to succeed. Stauffenberg and his assistant are then shown by a man who has experience in explosives how to handle a bomb with precision. They will use a pencil timer that uses acid to eat away so it gives them 15 minutes. They will use a small bomb because the bunker (called the Wolf' Lair) that Hitler will be staying at is constructed that the air pressure would kill everyone in the room. ).  He then finds out that don't bother with the bomb unless Himmler is in the room. He is angered by this and thinks politicians are designing the plot. Stauffenberg asks that this bomb man be placed in the group because of the military operation (not just politicians constructing the plan               

We then see Stauffenberg saying goodbye to his wife who he is sending away. He states that if he should fail they will come for her and his children. She says that she knows and it is hinted that she is pregnant when she rubs her belly. She leaves the next morning with the children and passionately kisses him.

Stauffenberg and his assistant arrive at the Wolf's Lair. While he arrives, the reserve army is called on alert and there is a general who is pissed that they are put on alert and they wonder why. We find out the communications general who he confronted at the Nazi party is going to help them by cutting off all communications once Hitler is dead. Stauffenberg is nervous and goes to the room where Hitler is. He places the briefcase under the table. He then sees that Himmler is not there. He goes out of the room and calls Olbricht who tries to get permission from the others in the treason group to proceed. He is told not to proceed. Stauffenberg then asks the bomb man if he should do it anyways. The bomb man says "yes". However, by this point the meeting has ended and it is too late. He goes to collect the briefcase but it is no longer there. The liaison (who was suspicious at the beginning) has his bag.  He is given it and they leave the Wolf's Lair. Stauffenberg gets back and he is very angry. Fromm wants to know why the army was put on alert and says that the next time it goes on alert he will be the one giving the order and that whatever they are planning they better not do because he will arrest them himself.

Stauffenberg and Olbricht regroup with the other politicians. The main politician who questioned Stauffenberg is upset and says that Stauffenberg is incompetent. One of the generals tells him that he needs to tell him something in private. The politician refuses and wants it out in the open. The general says that he has been ordered to be arrested and must leave Germany tonight. The politician looks at Stauffenberg and says God willing you will do this. He then leaves.

Stauffenberg is waking up for another briefing at Hitler's lair. He is shaving himself when he cuts himself shaving and blood gets on his uniform. When his assistant and him get to the Wolf's Lair, he asks if he may go change first because he got some blood on his uniform. They oblige and his assistant and him assemble the bomb in the changing room. Stauffenberg then tells a general that he is hard of hearing because of his war injuries and asks to be put next to the Führer. He puts it under Hitler's table and then gets a phone call from the communications general as a ruse to get him out of there. The liaison moves closer to the Führer and puts the briefcase under another wood block to give him more room.  Stauffenberg walks outside towards the car and the bomb goes off. He starts running to the car with his assistant and tells the driver that he has orders from the Führer to leave right away. When they get to the gate and are told no one is allowed to leave or come in, he goes to the guard station and fakely calls a general to talk about the guards not letting him out. The guard lets him go. As they go to their plane the assistant throws out the bomb making materials which the driver sees and becomes angry.

The communications general can see two people walk out of the Wolf's Lair and one of them looks like Hitler. He tries to call Olbricht but they get cut off so that they only know the bomb went off but not if Hitler is dead. Olbricht refuses to put Valkyrie into action until Stauffenberg says it himself that Hitler is dead. The bomb guy is angry and says they must act. While Olbricht goes to lunch the bomb guy forges Fromm's orders and puts the army on alert (It has been 3 hours behind schedule, making it seem like the plan would have had a chance even if Hitler was alive). Stauffenberg arrives from the plane and is confused why there isn't a car to await them. He is pissed to find out that Valkyrie was put on hold for 3 hours and they have not acted. Olbricht puts on Valkyrie in place. Stauffenberg arrives and with Olbricht goes to Fromm's office and ask him to join them. He says no and they arrest him.

The news travel to the orders place fast and secretaries cry when they find out that Hitler is dead. Stauffenberg meets with the conspirators who all have a yellow card signifying their cooperation. They get to work to make this a successful coup. The reserve army finds out that they must arrest the SS and they go about it. Stauffenberg starts to make inroads to Berlin and take control of it. He is told by the police officers of Berlin that they will not interfere. The Wolf's Lair sends out an order to arrest Stauffenberg and Stauffenberg sends out an order to arrest Goedler (one of Hitler's advisors). They decide to send both orders because they want to stay neutral. The reserve army goes to arrest Goedler and he watches them come up the stairs and he puts a strych 9 pellet in his mouth and then picks up the phone. He tells the general to talk to Hitler himself. The reserve army general realizes Hitler is not dead and goes to arrest the conspirators. Goedler is relieved and takes the pellet out.

Stauffenberg is slowly losing sections of Berlin and he can't realize why. He tries to get in contact with his family, which he cannot. They are then are arrested and there is a gunfight where Stauffenberg is wounded.  They are assembled in a room where Fromm states that he is doing a court marshall and that all of them are to be executed. The reserve army general argues that his orders are to bring them alive. One of the generals says that it's a personal thing that he would rather a pistol. He is then given a pistol and executes himself.  Stauffenberg says that it is too late. You too Fromm will be dragged into this because this involves everyone and you knew about it but did nothing. They are then dragged away to be executed. Olbricht and the others are outside waiting to be shot. Olbricht is whimpering to himself. Stauffenberg tells him that to look them clearly in the eye and they will remember you. Olbricht gets over his fear and stares at the soldiers. He is executed. Then the bomb guy. We see a montage of the Berlin police chief arrested and it is stated that he is executed. We see a trial for one of the conspirators where he proclaims over the radio that in due time the judges of this court will be dragged into the streets and beaten by the people. He is stated to be executed. Stauffenberg is next to be executed. We see Tresckow blow his neck up with a device. Stauffenberg is placed for execution but his assistant goes up to him and blocks him from gunfire and holds out his arms. He is executed next. Stauffenberg then starts to yell and he too is executed. We then look up to Fromm and it is stated that he will be executed in March of 1945, a couple of months after these events.

The screen goes black and we are told that Stauffenberg's children and wife were safe and his wife just died in 2006. This was the last and 15th attempt on Hitler's life.  There is a memorial to the resistance which talks about how brave they were and that they did not die with shame (Something that they were told that they would die with).

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The blast does not kill Hitler.

The coup is not put into play until three hours after the bomb goes off because General Olbricht (Bill Nighy) delays waiting for confirmation. The coup is almost successful, but the leader of the Reserve Army recieves confirmation that Hitler is still alive and arrests the conspirators. Every single member of the conspiracy is executed or commits suicide. Colonel Stauffenberg's (Tom Cruise) family survives.

The monument to the conspirators is the only memorial in Germany that honors a German who served in World War II.

Thanks Mary C!

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