"The 39 Steps" (1935) is a British thriller film directed by Alfred Hitchcock, loosely based on the adventure novel The Thirty-Nine Steps by John Buchan. The film stars Robert Donat and Madeleine Carroll. Of the four major film versions of the book, this film has been the most acclaimed. In 1999, the film came in fourth in a BFI poll of British films. In 2004, Total Film named it the 21st greatest British movie of all time.

Canadian Richard Hannay (Robert Donat) is watching a demonstration of the superlative powers of recall of "Mr. Memory" (Wylie Watson) (a man with a photographic memory) at a London music hall theatre when shots are fired. In the ensuing panic, he finds himself holding a seemingly-frightened Annabella Smith (Lucie Mannheim), who talks him into taking her back to his apartment. There, she tells him that she is a spy, being chased by assassins, and that she has uncovered a plot to steal vital British military secrets, masterminded by a man with the top joint missing from one of his fingers. She mentions the "39 steps", but does not explain its meaning.

Later that night, Smith bursts into Hannay's bedroom, fatally stabbed in the back, and warns him to escape. He finds a map of Scotland clutched in her hand, with a town circled. He sneaks out of the watched apartment disguised as a milkman and boards a train to Scotland. He sees the police searching the train and learns from a newspaper that he is the target of a nationwide manhunt for Smith's murderer. Quickly, he enters a compartment and kisses the sole occupant, the attractive Pamela (Madeleine Carroll), in a desperate attempt to escape detection. She however frees herself from his unwanted embrace and alerts the policemen. Hannay jumps from the train onto the Forth Bridge and escapes.

He walks toward the town circled on the map, and stays the night with a poor crofter (farmer) (John Laurie) and his much younger wife (Peggy Ashcroft). The next morning, Hannay is chased by the police, wearing the farmer's Sunday coat (given to him by the young woman). Hannay presumes that the only new resident in the town must be Annabella's contact, whom she was trying to meet and tell of 'the 39 Steps.' Police still in pursuit, he arrives at the man's house, and tells his story to the seemingly respectable Professor Jordan (Godfrey Tearle), who then shows that he is missing part of a finger. Hannay realizes his mistake, but Jordan shoots and leaves him for dead. Luckily, the bullet is stopped by the farmer's hymnbook, left in a coat pocket.
Hannay goes to the local police, but they refuse to believe his story, since the inspector knows Jordan well. Hannay jumps through a window and escapes into the crowd. He tries to hide himself in a political meeting, but is mistaken for the introductory speaker; he gives a rousing impromptu speech (without knowing a thing about the candidate he is introducing), but is recognised by Pamela, who gives him up once more. He is handcuffed and taken away by "policemen", who ask Pamela to accompany them. Hannay realises they are agents of the conspiracy when they bypass the nearest police station. Hannay is handcuffed to Pamela while the men try to disperse a flock of sheep blocking the road, but he still manages to escape, dragging the unwilling Pamela along.
They travel across the countryside and stay the night at an inn. While he sleeps, she manages to slip out of the handcuffs, but then overhears one of the fake policemen on the telephone; the conversation confirms Hannay's assertions.

She returns to the room and sleeps on a sofa. Next morning, she tells him what she heard. He sends her to London to warn the police. No secret documents have been reported missing however, so they do not believe her. Instead, they follow her to get to Hannay. She leads them to Mr. Memory's show at the London Palladium. When the performer is introduced, Hannay recognises his theme music: it's the annoyingly catchy tune he hasn't been able to forget for days. Hannay puts two and two together and realises that the spies are using Mr. Memory to smuggle the secrets out. As the police take him into custody, he shouts out the question, "What are the 39 Steps?" Mr. Memory compulsively begins to answer, "The 39 Steps is an organisation of spies, collecting information on behalf of the foreign office of ...." Jordan shoots him and tries to flee, but is apprehended. The dying Mr. Memory recites the information stored in his brain, a design for a silent aircraft engine.

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Directed by Alfred Hitchcock, produced by Michael Balcon and Ivor Montagu, screenplay by Charles Bennett, story by John Buchan, starring Robert Donat, Madeleine Carroll, Lucie Mannheim and Godfrey Tearle.