In August 1944 (1511th day of the German occupation), masterpieces of modern art stolen by the Wehrmacht are being shipped to Germany; the officer in charge of the operation, Colonel Franz Von Waldheim (Paul Scofield), is determined to take the paintings to Germany, no matter what the cost. After the works he selects are removed from the Jeu De Paume Museum, curator Mademoiselle Villard (Suzanne Flon) seeks help from the French Resistance. Villard knows that Waldheim loves his art and has saved the pieces from Nazi ideology by hiding them in Villard's Museum for 4 years. Given the imminent liberation of Paris by the Allies, SNCF (French National Railways) workers associated with the Resistance need only delay the train for a few days, but it is a dangerous operation and must be done without risking the priceless cargo. As luck would have it, Waldheim's train is canceled due to orders to prepare an armament train at the highest priority. Waldheim arranges for new orders and asks the Railways area inspector to have his train ready at 3 PM the same day. Waldheim takes permission from General Von Lubitz (Richard Munch) himself to get his train sanctioned. He convinces Lubitz that money is itself a weapon and that the retreating Germans should not leave 1 Billion in Deutschmarks in the form of art, in the hands of the French. Due to the delays in meeting Lubitz, Waldheim delays the departure to the following morning at 9:50 am. Resistance cell leader and SNCF area inspector Paul Labiche (Burt Lancaster) initially denies the plan, telling Villard and senior Resistance leader Spinet (Paul Bonifas), "I won't waste lives on paintings." Villard insists that the train must be stopped, but the paintings must not be harmed as they are a National heritage and irreplaceable. Spinet argues that British planes are going to hit the rail yard at 10 the next morning and wants Labiche to delay the train by 10 minutes. Boule is an engineer assigned to Waldheim's train and had learned from the conductor Octave (Jean-Pierre Zola) that the train was carrying stolen art to Nazi Germany and was motivated by his sense of nationalism. Didont and Pesquet are fellow engineers who were engineering a military train (with anti-aircraft guns and tanks) that was held at the station of Vaires to prioritize the passage of Waldheim's art train. Labiche is also at Vaires. Boule's train passes Vaires at precisely 10 am when the bombing starts. The bombing destroys the military train but misses Boule's train. But Buole had thrown coins into the engine to clog up the oil filters, which brings the train to a halt at the station of Rive-Reine. The engine is towed back to Vaires for repairs. Major Herren (Wolfgang Preiss) is an experienced engineer and understands immediately that Boule threw coins into the oil line to clog the filters. Labiche has a change of heart after his cantankerous former mentor, Papa Boule (Michel Simon), is summarily executed for sabotaging the train on his own. After that sacrifice, Labiche joins his Resistance teammates Didont (Albert Remy) and Pesquet (Charles Millot), who have been organizing their own plan with the help of other SNCF Resistance members. Labiche, Didont and Pesquet fix the engine and take it to Rive-Reine to attach to the train. Waldheim wont release Labiche and asks him to rest for a few hours before taking over the train. Labiche is put up in a hotel owned by Christine by Captain Schmidt (Jean Bouchaud). Labiche escapes the hotel room, creates a distraction by exploding a truck and enters the stationmaster's office to issue a set of instructions to the other station masters. The station master at Rive-Reine Jacques (Jacques Marin) coordinates the actions when Labiche boards the train. In an elaborate ruse, they reroute the train, temporarily changing railway station signage to make the German escort believe they are heading to Germany when they have actually looped back round towards Paris. Two deliberate collisions then block the train in at the small town of Rive-Reine without damaging the cargo. Jacques derails an engine across the tracks at Rive-Reine. As Labiche approaches Rive-Reine, he separates the engine from the wagons, abandons the engine, which goes on to collide with the engine on the tracks. Then Jacques sends another engine from behind the wagons, which crashes into them and blocks the reverse escape. Labiche, although shot in the leg, escapes on foot with the help of Christine (Jeanne Moreau), the widowed owner of a Rive-Reine hotel, while other Resistance members involved in the plot are murdered, including Pesquet and Jacques, the Rive-Reine stationmaster. That night, Labiche and Didont meet Spinet again, along with Jacques's young nephew Robert (Christian Fuin). Spinet says that the Allied army is delayed as they went to Paris first as a good-will gesture. He also says that London has decided not to bomb the train and has asked for the first 3 wagons to be painted white on top. Labiche says that too many men have lost their lives already, but Didont convinces him to complete the mission else all sacrifices would have been in vain. Labiche, Didont and Robert plan to paint the tops of three wagons white to warn off Allied aircraft from bombing the art train. Robert recruits railroad workers and friends of his uncle. He and Didont are killed when the painting is detected during a false air raid alarm staged by Robert (the air raid siren prompts the Germans to switch off all lights at night, which allows Labiche and Pesquet to approach the train and paint it), but because of the paint, the train is spared from bombing the next day when Allied medium bombers roar over Rive-Reine. But now Walheim figures out that the train is protected and the Allied air force will not bomb it, prompting him to take the train out of Rive-Reine in daylight. Now working alone, Labiche continues to delay the train after the tracks are cleared, to the mounting rage of Von Waldheim. Labiche attempts to use plastic explosives to destroy the locomotive, only to find it carrying French hostages placed by the Germans. To spare the hostages, he blows the explosives early, damaging the tracks in front of the train. While the Germans fix the tracks, Labiche runs ahead, struggling to keep away from the soldiers searching for him. Finally, he manages to derail the train by unscrewing and loosening one of the rails, causing the rails to spread and the engine to fall gently into the ballast without harming the hostages. No crane is available to re-rail the train, so Von Waldheim flags down an army convoy retreating on a nearby road, learning that a French armored division is not far behind. The colonel orders the train to be unloaded and attempts to commandeer the trucks for the art, but the convoy's commander refuses the order. The train's German contingent then kill the hostages and join the retreating convoy. Von Waldheim remains behind with the abandoned train. Strewn between the track and the road are crates labeled with the names of famous artists. Labiche appears and the colonel castigates him for having no real interest in the art he has saved. In response, Labiche turns and looks at the murdered hostages and then, without a word, turns back to Von Waldheim and shoots him dead. Afterwards Labiche limps away, leaving the bodies and the art treasures where they lie.
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