John Michael ("Chip") Hardesty is delivering a lecture to the
Federal Bureau of Investigation (FBI). He begins to recount his history as an agent of the bureau, which is shown as a series of flashbacks. In May 1924, Hardesty was working as a government clerk for the nascent FBI in
Knoxville, Tennessee. He proposes to his sweetheart, librarian Lucy Ann Ballard. She thinks that Hardesty's potential is being wasted by the FBI and wants him to start practicing law. They marry with this idea in mind. Hardesty is inspired to stay with the bureau after hearing a speech from its new director,
J. Edgar Hoover. Lucy Ann reveals that she is pregnant; she persuades Hardesty to stay in the bureau for another year. Hardesty is sent to the
South to investigate the
Ku Klux Klan. He is moved around until he is sent to Ute City, Wade County,
Oklahoma, to investigate
murders of
Native Americans who had oil-rich mineral land and rights. The FBI was compelled to investigate after one murder was committed on federal government land. The FBI forensics laboratory ties the doctored wills and life insurance policies of the murder victims to banker Dwight McCutcheon with the typewriter that he used. Lucy Ann, already the mother of three, suffers a miscarriage around this time. On June 17, 1933, three FBI agents were escorting
Frank "Jelly" Nash from a train to a car outside the
Union Station in
Kansas City when they were
ambushed and killed. This event changed the FBI; a year later, Congress gave the FBI statutory authority to carry guns and make arrests. After receiving a tip, Hardesty and his friend, Sam Crandall, head to
Spider Lake, Wisconsin, on April 22, 1934, but barking dogs alert the gangsters and they scatter. The agents head to a nearby country store to call the Chicago office. When they get there, they find
Baby Face Nelson holding two men hostage. Nelson opens fire, fatally wounding Crandall. Hardesty recounts his involvement in the capture and deaths of numerous mobsters of the day, including
John Dillinger,
Pretty Boy Floyd, Baby Face Nelson and
Machine Gun Kelly. Kelly coined the term, "G-Men", during his arrest, when he shouted, "Don't shoot G-Men, don't shoot!". Because she fears for his life and cannot persuade Chip to leave the bureau, Lucy decides to spend some time apart, and takes the children for an extended stay with her parents. While preparing an Easter egg hunt, Lucy calls her mother "a real nag". Lucy's mother sarcastically says that Lucy's father is also "a nag". Realizing that she has been nagging Hardesty to leave his job, and that the family is miserable without him, Lucy and the children return home. With the U.S. entry into
World War II, "
enemy aliens" (Americans of
Japanese,
German and
Italian descent) are rounded up by the FBI and sent to
internment camps, to prevent possible espionage and collaboration with
Axis powers. The ranks of the bureau are doubled from about 2,500 to more than 5,000 agents. One of those aspiring new agents is the deceased Sam's son, George, who is worried that he will never live up to his father's reputation; a romance buds between him and Hardesty's oldest daughter. Hardesty's only son announces his enlistment in the
U.S. Marine Corps. Hardesty is sent to South America to relieve three agents whose identities have been compromised. The third one is George; he has been deep in the jungle intercepting secret radio messages. Local authorities move in, forcing the FBI agents to destroy the equipment and flee. Hardesty and Lucy's son is eventually killed in the
Battle of Iwo Jima. Later, a New York City clothes cleaner finds a hollow
half-dollar with microfilm inside. The FBI investigates and tracks the owner of the clothing, a communist spy, leading to his capture as well as that of an associate. Hardesty concludes his speech to the FBI. He is greeted by his family outside the building. He now has a grandson. The family drives away. ==Cast==