After each Allied bombing of their harbor, the Germans use Allied POWs to rebuild it. HQ sends the Rat Patrol to liberate the POWs and halt the harbor's usefulness. Troy must coordinate his plans with Major Indrus (John Anderson), an American who is inside the camp. They use an explosive-laden boat to get into the harbor but the Germans stop it halfway in. The captain, Bertaine (Will Kuluva), doesn't allow the Germans to board his boat. Troy and his men are able to fight off the boarding party and escape into town, but at the cost of Bertaine's life. They are followed by El Gamil (Stanley Adams), a sympathetic Arab merchant and black marketeer, who provides a car and uniforms for Moffitt and Hitchcock to go to the German Officer's Club in search of Bertaine's daughter Marianne (Claudine Longet). She is regarded as a traitor by locals because she performs at the club, but Troy has no choice but to seek out her help. The episode ends with Moffitt and Hitchcock entering the club.

Moffitt and Hitch (dressed as Germans) find Bertaine's daughter and tell her of her father's death. Then they take her home - after they tell her who they really are. They also tell her that they need to use the fishing fleet to accomplish their mission. Meanwhile, Troy secretly meets with American POW liaison officer Indrus. Troy then joins Moffitt at the house of El Gamil. Informed of the plan, El Gamil dispatches his men to the various harbor areas to alert the fishermen. Troy sets the action to begin at dawn.