During World War II, Wehrmacht Colonel Claus von Stauffenberg (Tom Cruise) is serving with the 10th Panzer Division in Tunisia. Although he makes no secret of his hatred for Nazism, Stauffenberg continues to serve his country with distinction. However, a pair of British P-40 Warhawks strafe his unit, during which the Colonel is severely wounded and evacuated to Nazi Germany.
Meanwhile, Abwehr Major General Henning von Tresckow (Branagh) attempts to assassinate Adolf Hitler by concealing a bomb in a bottle of Cointreau and smuggling it aboard the FÃ¼hrer's airplane. The bomb, however, fails to detonate and Tresckow discreetly retrieves it to conceal his actions. Upon returning to the Bendlerblock, however, Tresckow learns that the Gestapo has arrested Major General Hans Oster. Commenting that the German Resistance will need a new logistics chief, Tresckow orders General Friedrich Olbricht (Nighy) to find a replacement.
Meanwhile, having lost his eye, right hand, and two fingers on his left hand, Stauffenberg catches the attention of Olbricht at a military hospital. When the General approaches him, Stauffenberg states that during his months of recovery, he realized that destroying Hitler was the only way to honorably serve Germany. As a result, Tresckow and Olbricht deliver him to a meeting of the committee which has arranged all previous attempts on Hitler's life. The leaders are Colonel General Ludwig Beck (Stamp), Dr. Carl Goerdeler (McNally), and Field Marshal Erwin von Witzleben (Schofield). The Colonel is stunned to learn that no plans exist for after Hitler's assassination.
Later, during an Allied bombing raid, Stauffenberg remembers the emergency plan known as Operation Valkyrie, which involves the deployment of the Reserve Army to maintain order in a state of emergency. The plotters carefully redraft the plan so that, after killing Hitler, they can stage a coup d'etat by disarming and arresting the SS and the Party elite. The committee, however, reminds Stauffenberg that only Reserve Army Colonel General Friedrich Fromm (Wilkinson) can initiate Valkyrie. Commenting that Fromm is an amoral careerist, General Beck orders them to buy his loyalty with a promise of promotion and power in the new regime.
When Fromm is approached, Stauffenberg and Treskow offer him a position as head of the Wehrmacht in a post-Nazi Germany. Instead of denouncing them, Fromm comments that he always comes out on the right side of any situation. If Hitler is killed, therefore, he will gladly support the Resistance in the aftermath.
Meanwhile, the rewritten plan requires approval by Adolf Hitler (Bamber) himself. Therefore, Stauffenberg visits the FÃ¼hrer at his Berghof estate. In the presence of his inner circle, Hitler describes Stauffenberg as the ideal German officer and approves the plan without fully examining the changes.
At Dr. Goerdeler's insistence, Stauffenberg is ordered to not assassinate Hitler unless Heinrich Himmler is also present. At a final briefing, Abwehr Colonel Albrecht Mertz von Quirnheim (Berkel) instructs Stauffenberg in the use of British pencil detonators. Stauffenberg also persuades General Erich Fellgiebel (Izzard), who controls all communications at Wolf's Lair, to cut off communications at the right moment.
On July 15, 1944, Stauffenberg attends a strategy meeting at Wolf's Lair with a bomb in his briefcase. However, Himmler is not present and Stauffenberg does not receive permission to arm the bomb until it is too late. Meanwhile, the Reserve Army is mobilized by Olbricht to stand by. With no action taken, Stauffenberg safely extracts himself and the bomb from the bunker and the Reserve Army is ordered to stand down, under the impression all they have done is participate in a training exercise.
Enraged, Stauffenberg goes to the committee to protest the incompetence of Goerdeler, who has been selected to be Chancellor of Germany after the coup. When Goerdeler demands that Stauffenberg be replaced, Beck and Witzleben inform him that the Gestapo is searching for him and implore him to go into hiding.
On July 20, 1944, Stauffenberg and his adjutant, Lieutenant Werner von Haeften (Parker), return to the Wolf's Lair. While Haeften waits with a getaway car, Stauffenberg leaves the briefcase at the meeting inside an open air summer barrack, as opposed to the command bunker. With the bomb armed, Col. Stauffenberg leaves the barrack. When the bomb explodes, he is certain that Hitler is dead, bluffs his way past a checkpoint, and departs from a nearby airfield. Before shutting down communications, Fellgiebel calls Mertz about the explosion but because of static, cannot clearly convey whether or not the FÃ¼hrer is dead.
As Stauffenberg flies back to Berlin, Olbricht refuses to mobilize the Reserve Army until it is confirmed that Hitler is dead. Frustrated, Mertz forges Olbricht's signature and issues the orders anyway. With Operation Valkyrie underway, Stauffenberg and his fellow plotters order the arrest of Nazi Party leaders and SS officers and begin to take control of Berlin's government quarter. Rumors reach Berlin that Hitler survived the blast, but Stauffenberg dismisses them as SS propaganda. Meanwhile, Fromm learns from Field Marshal Wilhelm Keitel that Hitler is still alive and refuses to join the plotters, resulting in his arrest. When Hitler himself reaches Reserve Army leader Otto Ernst Remer by telephone, Remer orders the SS officers released and besieges Stauffenberg's allies inside the Bendlerblock. Stauffenberg and the other ringleaders are arrested.
In an attempt to save himself from being charged with involvement, Fromm promptly tries and sentences the men to death with the exception of Beck, who receives a pistol to commit suicide. As the other leaders are executed by firing squad in the courtyard, the film flashes forward to reveal the fates of the other major characters (most of whom perished soon after or following the war). Fromm's treachery, it is revealed, did not save him, as his actions went against Hitler's orders to deliver the plotters to him alive.
When Stauffenberg's turn arrives, he shouts, "Long live sacred Germany," moments before the bullets tear into him. As the light drains from his eye(s), the film flashes back to Stauffenberg's last farewell to his wife and children.
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