During the second World War, many German officers are unhappy with the increasing instability of the Fuhrer. Among these men are Colonel Claus von Stauffenberg (Tom Cruise) and Major General Henning von Tresckow (Kenneth Branagh). After an attempt to assassinate Adolf Hitler (David Bamber) fails, the soldiers discover that there is no plan for the anarchy that would follow a political or natural disaster. This group of resistance fighters then discover Operation Valkyrie, a plan to deploy the Reserve Army. Once the plan is solidly in place, Hitler is apparently killed by a bomb set by Van Stauffenberg. However, before the Project Valkyrie can take effect, Hitler manages to contact General Olbricht (Bill Nighy), head of the reserve army. The plot soon unravels, and the conspirators are captured and executed.