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With the Allies poised to retake Paris from the Germans, Col. Franz Von Waldheim (Paul Scofield) conspires to sneak out by train all of the art masterpieces looted by the German army. But museum curator Mademoiselle Villard (Suzanne Flon) alerts the French Resistance, and soon railway inspector Paul Labiche (Burt Lancaster) is pressed into service. He reroutes the train, and cleverly deceives Von Waldheim by renaming each train station along the way.