Jim gets his briefing from a rooftop storage locker and is informed that Emil Skarbeck and Kurt Lom are the top candidates for the chief of secret police in the East European Peoples Republic. The IMF must eliminate both men and make way for the third candidate, Paul Trock, who is friendly toward the West.
In the briefing Jim displays a letter from Skarbeck’s psychiatrist, Dr. Becker, which confirms that Skarbeck killed cabaret singer Carlotta Kleve and framed her costar, Fritz Mueller. Mueller seemingly died in a car accident and Skarbeck killed Becker to cover up the fact he had a mental breakdown afterward. Jim plans to engineer another breakdown. Rollin and Cinnamon have rehearsed their act and Cinnamon has a ring with a knockout needle.
In the Peoples Republic, Skarbeck and Trock go to the cabaret where Carlotta performed. Rollin is performing as a white-faced tuxedoed Master of Ceremonies for singer Cinnamon. Lom comes in and he and Skarbeck taunt each other. Cinnamon comes on-stage and performs Carlotta’s old act, while Jim bumps into Skarbeck and claims to know him. Jim then goes to see Cinnamon after the show, while Cinnamon arranges for Skarbeck to visit her. Jim leaves and Rollin comes in, clearly pining for Cinnamon and jealous of the attention she receives from other men. Meanwhile, Barney slips into Skarbeck’s house and replaces the man’s pills with hypnotic IMF duplicates, then puts a device in the cap to signal when it’s opened. Outside in the main room, Lom notes to Trock that he knows that Skarbeck murdered Carlotta but he can prove nothing.
Cinnamon claims she was a friend of Carlotta’s. When Skarbeck’s confronts her with the lie, she admits she was hired by Lom and learned Carlotta’s act from old films. She agrees to meet with Skarbeck later at his house.
Jim goes to Lom and identifies himself as the brother of the dead Becker, and has the doctor’s letter confirming that Skarbeck killed Carlotta. Intrigued, Lom considers Jim’s plan to cause another mental breakdown in Skarbeck and vows to get Cinnamon to help whether she wants to or not.
Skarbeck meets with Cinnamon at his house and gives her a miniature tape recorder so she can get Lom’s instructions on tape and discredit him. They then kiss and she signals Rollin to burst in, interrupting them. She leaves and Skarbeck takes one of the phony pills, slipping into a hypnotic trance. Barney and Jim enter the house and Jim convinces Lom that he must feel the same for Cinnamon that he did for Carlotta.
Lom has Cinnamon brought in and discovers the tape recorder. He tells her that she will work for him and should get Skarbeck to the cabaret. After she leaves, Skarbeck tells his lieutenant Otto to make sure that Cinnamon dies… one way or another.
Later Skarbeck goes to the cabaret and watches Cinnamon perform again. He goes backstage afterward and hears Cinnamon from Rollin’s dressing room (actually a tape recording). He goes in and finds nothing, and accuses Rollin of having an affair with Cinnamon. Rollin reveals the facial disfigurement he conceals with makeup and sunglasses and says he’s really Fritz Mueller, who survived the car crash on the night of Carlotta’s murder. He says that Carlotta never loved him and was having an affair with Lom. Rollin then trained Cinnamon to “become” Carlotta but now she has no use for him either.
Cinnamon goes to Lom and demands her money and he gives her 48 hours to deal with Skarbeck. She leaves and Skarbeck intercepts her outside and takes her back to his house. Meanwhile, Jim meets with Trock and sets up the timing in the cabaret for later, as Trock makes an appointment to meet Lom at the cabaret.
At Skarbeck’s house, he discovers Cinnamon hasn’t taped Lom and flies into a jealous rage when she torments him over his sexual inadqeuacy. He starts to strangle her and as she collapses, she drugs him so the last thing he sees is her “dying.” Willy then takes Skarbeck to the cabaret while Jim disposes of Otto before he can kill Cinnamon.
At the cabaret, Skarbeck wakes up at the beginning of a performance. Rollin is (apparently) there in his Master of Disguise makeup, and goes through the opening act again. Skarbeck and the cabaret audience are unaware that this time Rollin’s voice is being transmitted over a hidden lapel mike by Willy, from a record. Rollin goes off-stage to find the missing Cinnamon, as a confused Skarbeck tries to figure out what’s going on. Jim and Lom confront him and accuse him of Cinnamon’s murder. At the same time, Trock and the real Lom come in. Willy momentarily shuts off the lights, and Jim and “Lom” slip away. When the lights come up, Skarbeck sees Lom across the room with Trock and shoots him with his gun. Backstage, “Rollin” removes his makeup to reveal… Barney! And the fake Lom is Rollin in disguise. The IMF slip away as Skarbeck is arrested for murder.
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