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Coming to the assistance of a nanny who is almost killed during a bungled hit-and-run assassination attempt, Richard Hannay (More) is surprised to find that there is no baby in her pram.
Curious, he meets her at the Palace Music Hall where she has gone to see the act of Mr Memory (James Hayter).
Andrew Spicer notes that "Critics detected a reassuring period feel to the visual style, with More as the pipe-smoking, sporting gentleman in a flat cap." He notes a contemporary review of Kenneth More "playing Hannay with a kind of tweedy casualness and dare-devil insouciance".
These include changing the scene at a crofter's cottage into a roadside cafe, changing Hannay's address of a political rally into giving a lecture at a girls' school and, in a nod to Buchan's novel, including several encounters with Scottish eccentrics.
She tells Hannay that she must leave for Scotland immediately, but while Hannay is out of the room, she is killed by two hitmen.
Fearing he will be accused of her murder, Hannay decides to continue her mission and catches an ex LNER Class A4 hauled train to Scotland from King's Cross railway station, evading the hitmen outside his flat by adopting a cunning milkman disguise.
In addition to the primary cast, the film features a number of small appearances by British actors who were to become well known from their later work, for instance Joan Hickson as a teacher and Brenda De Banzie as a psychic.
She helps him pass the police patrols by disguising him in a cycle party she is accommodating and creating a diversion with her husband.
Hannay eventually finds the house of the man he thinks he is looking for, Professor Logan (Barry Jones), but finds out that he has been tricked; the man is actually the spy ring's leader.
Memory into telling him where "The Thirty-Nine Steps" are, just as the police arrest him.
Mr Memory has used his formidable memory to memorise the Boomerang plans.