In San Francisco during World War II, Dr. Carl Decker (J. Carrol Naish) is a local Nazi spy leader undercover as an optometrist. While he is walking on the San Franciscowaterfront at night, his decoder book and list of West Coast spies are stolen by the waterfront thug, Adolph Mertz. Victor Marlow comes to town, contacts Decker for his next assignment but the message he has is undecipherable without the book.
It is a race to recover the book by two opposing teams: Decker and Marlow, and Zimmerman and Kramer; and a race to find a serial murderer.