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James Gregory makes his first appearance as Macdonald, Helm's superior and a recurring character in the series, although Gregory does not play him in all four films.Once a photographer by day, spy by night, Matt Helm is now a happily retired secret agent, shooting photos of glamorous models instead of guns and enjoying a close relationship with his assistant, the lovely Lovey Kravezit.Helm's assignment is to stop him, armed with a wide assortment of useful spy gadgets, plus the assistance of the capable femme fatale, Tina, and the seemingly incapable Gail Hendricks, a beautiful but bumbling possible enemy agent.Along the way, Helm is nearly sidetracked by a mysterious knife-wielding seductress and he witnesses the murder of a beautiful Big O operative, the sultry striptease artist Sarita.

Their drop zone has been discovered by Wehrmacht troops under the command of Hauptmann Friedrich von Hecht (Sergio Fantoni), who kill them all except the leader of the paratroopers, Captain Turner (Rock Hudson), who is rendered unconscious and goes unnoticed by the Germans when he lands in the branches of a tree.

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The Germans capture the demolition equipment from the dead Americans.

Aldo and his friends rescue Turner by spiriting him away from the ambush.

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