A disgruntled British secret service officer and an aspiring author turn to crime when they are again passed over for prominent career advancements. John Pedley (Fred Astaire) is the agent who has been passed over for knighthood one too many times for his liking. He proposes a plan to university professor Mike Warden (Richard Crenna), who has been fired for taking part in a peace demonstration. With the help of Sylvia Giroux (Anne Heywood), they recruit a retired SS officer and a former Italian fascist as they attempt to hijack a fortune in gold bricks from the British crown. Pedley deals with double-crossing opportunists who covet the gold for themselves. Sir Ralph Richardson, Roddy McDowell and Cesar Romero also star in this engaging crime drama.