German Colonel Von Waldheim is desperate to take all of the best paintings of France into Germany, as the Allied forces approach Paris in August 1944. He manages to secure a train to transfer the art works that are valuable as retreat's chaos descends upon them. From stealing their treasures, the French immunity wants to prevent them but have received requests out of London which they are not to be destroyed. The channel master is tasked with which makes it happen smoothly and monitoring the train but he is also part of a group of resistance fighters. He and others stage an elaborate ruse to help keep the train out of leaving French territory.