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The year is 1914 and Richard Hannay, Mining Engineer who is visiting Britain for a short time before returning to South Africa, is shocked when one of his neighbours, Colonel Scudder, bursts into his rooms one night and tells him a story that Prussian ’sleeper’ agents are planning to pre-start World War I by murdering a visiting foreign minister. However, Scudder is murdered and Hannay is framed for the death by the ’sleepers’. Fleeing to Scotland Hannay attempts to clear his name and to stop the agents with the aid of Alex Mackenzie but not only is he is chased by Chief Supt Lomas for Scudder’s death but by the agents who is headed by Appleton who has managed to hide himself in a high-placed position in the British Government…

Fashion photographer Dick Avery (Fred Astaire), in search for an intellectual backdrop for an air-headed model, expropriates a Greenwich Village bookstore. When the photo session is over the store is left in a shambles, much to salesgirl Jo Stockton’s (Audrey Hepburn) dismay. Avery stays behind to help her clean up. Later, he examines the photos taken there and sees Jo in the background of one shot. He is intrigued by her unique appearance, as is Maggie Prescott (Kay Thompson), the editor of a leading fashion magazine. They offer Jo a modeling contract, which she reluctantly accepts only because it includes a trip to Paris. Eventually, her snobbish attitude toward the job softens, and Jo begins to enjoy the work and the company of her handsome photographer.