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Hollywood, 1927: As silent movie star George Valentin wonders if the arrival of talking pictures will cause him to fade into oblivion, he sparks with Peppy Miller, a young dancer set for a big break.

Mark Kaminsky is kicked out of the FBI for his rough treatment of a suspect. He winds up as the sheriff of a small town in North Carolina. FBI Chief Harry Shannon, whose son has been killed by a mobster named Patrovina, enlists Kaminsky in a personal vendetta with a promise of reinstatement into the FBI if Patrovina is taken down. To accomplish this, he must go undercover and join Patrovina's gang.

"Popeye" Doyle travels to Marseilles to find Alain Charnier, the drug smuggler that eluded him in New York.