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Dr. David Lynd gives an illustrated lecture entitled "Medicine vs. Sleeping Sickness in West Africa" at the General Medical Institute. Afterward, Leo Marzell offers to finance a South Pacific expedition into the Paragelean jungle so that David can search for a drug that will cure paralysis. David's friend, photographer Andy Parker, tries to talk him out of the expedition, encouraging the scientist to settle down and marry his fiancée, aviatrix Jane Claymore. Andy warns Jane of David's intentions, so she takes to the skies with her fiancé and refuses to land her plane until he agrees to set a wedding date. Prior to the wedding, however, Leo goes to David once more and tells him that he is a secret agent for the British government and needs the scientific expedition as a "blind" for his true mission. When David then agrees to go, Jane breaks off their engagement. Arriving in Copanga, David is warned by the island commissioner that only one "white man" knows the jungle interior, trader Zambesi. At the same time, Jane arrives on the island and offers to join the expedition. Zambesi, who is actually a foreign agent for the Axis powers, then lands in Copanga, where he learns about Leo's true intentions. Later, Jane meets with Zambesi to ask for his help in stopping David, and the spy tells her that he will "make sure he never gets into the jungle." David, Andy and Leo then meet with Zambesi, who refuses to help them. That night, Tangani, Zambesi's native stooge, attempts to murder a sleeping David with a blowgun. The expedition then begins its trek into the interior, with Tangani as their guide. After being forced to abandon their rafts due to the low level of the river, the expedition decides to set up a camp, then head into the interior by foot. Using a lamb as a lure, Tangani coaxes a tiger into the camp, where it attacks Leo. The British agent is seriously injured in the attack, and Tangani convinces the expedition's natives of the danger of the expedition, so they take the supplies and rafts and return to Copanga. Then, while hunting for food, Tangani shoots the remaining natives in the expedition and leaves them in the river to be eaten by a pack of crocodiles. That night, as Tangani is about to shoot David in his sleep, a native who survived the crocodile attack knocks out the murderous guide. Moments later, however, the camp is attacked by an army of "headhunters." With little ammunition, the three men use firecrackers as a diversion to sneak out of their hut, but are soon captured in the jungle. The three are taken to the headhunters' village, where they are met by Zambesi. The natives' plans to shrink the three's heads are stopped, however, when Leo uses judo to free himself and take their medicine man hostage. Then, disguised as headhunters, they capture Zambesi and escape the native village. Back in Copanga, Jane learns that the island is about to be attacked by the RAF. In the interior, Zambesi takes David, Andy and Leo to his secret ammunition dump, where they learn that Axis troops are about to pick up the arsenal at any time. Leo tries to send a radio message to his superiors, but is tricked into sending the message on the wrong wavelength. Jane and the island commissioner overhear their discussions, however, and using her plane's radio, call the British interceptor command with the news. An RAF air raid is immediately ordered on the enemy ammunitions dump. Meanwhile, Zambesi orders a firing squad for David, Andy and Leo, but the three escape during the confusion caused by the British attack. The three men are then rescued by a British flyer and taken back to Copanga, where David and Andy receive medals from the British government. Jane is not given a medal for her work, but David gladly offers to share his with her.