Gratz hides Cadet in his flat, both from the SS attempting a house to house search and his own CO, Colonel Reichwein, who now has his own doubts about Gratz. Cadet plans to leave and take Nina with him, but realises this will be impossible when Gratz deliberately lets slip that Nina knows vital information, and the SS is on the alert for any escape of hers. Cadet attempts to kill Nina instead, but merely reveals his intentions - the gun he uses is unloaded; getting into a struggle with Gratz, he is then killed himself by Nina.
Gratz captures SOE agent David Mainwaring, codename 'Cadet', being landed on the coast - staging a dummy parachute drop to successfully distract the SS, but in doing so further antagonising them, as they suspect his actions. Gratz willingly gives the details of Cadet's capture to Nina, allowing her to pass it to the resistance and claim she has obtained it surreptitiously. Cadet is deliberately allowed to escape by Gratz, and hide in his flat, to be able to give details of his mission to Nina: Cadet wants Nina to then give a false message back to Gratz, but is unsure if he can rely on her.
Nina receives a message to go to the Church of St Xavier where she will meet Adelaide, but instead once there the SS burst in and shoot the priest, Father DuBois, and take Nina and Adelaide. Under interrogation, Adelaide holds her nerve but Nina breaks down and implicates Adelaide. It is, however, just a test of their true loyalties arranged by Allard - their interrogator is Anton, of the resistance, and DuBois had been shot for collaboration. Gratz has become concerned by Nina's absence and the confusing reports of the incident at the church, but finds Nina back safely at the club with Adelaide. Not fooled by their innocent explanation of spending the day together, he takes Nina back with him.
Arriving at a café in Limoges owned by Emile, Vincent, Jimmy and Nina are given identities which will enable them to work in a local armaments factory - they can then be smuggled out on a freight train. Lutzig, and Sergeant Gratz of the Abwehr who he is being forced to work with, suspect they are in the area and get on their trail after questioning the café owner, who Gratz has long been suspicious of. Realising that a shipment from the factory could be used as an escape route, Gratz has Emile released knowing that he will telephone there to warn his contact. This leads Lutzig and Gratz to Nina, although Vincent and Jimmy had already been able to escape from the factory.
Gratz interrogates Nina, curious as to why Lutzig is quite so interested her. However Gratz's commanding officer, Colonel von Gebhardt, returns from Berlin and explains that she has knowledge of resistance networks across France - information the Abwehr must obtain to safeguard its position relative to the SS. Von Gephardt also talks to Gratz of the power struggle within Germany and the need to remove Hitler, but is overheard by his clerk, Dostler, who reports this to the SS anonymously. Lutzig and Helldorf of the SS arrive to shoot von Gephardt, and Gratz shots Dostler - as 'another traitor' - to protect his own position. Gratz appears, though, to have gained Nina's confidence and takes her back to his own flat. Vincent, still in Limoges with Jimmy, breaks into the flat to kill Gratz - only to be warned off, at gunpoint, by Nina.