The first half of The Ministry of Ungentlemanly Warfare is exactly the movie its trailer promises. It’s a Guy Ritchie movie in all the best ways: stylish, funny, entertaining, and over-the-top. It knows exactly what it wants to be and does it without any pretension. Yet, the first half feels like it could turn up the volume even more. It could be even funnier and more irreverent, and you can feel the movie holding itself back just a little. But it’s only during the second half when you realize why it does. The Ministry of Ungentlemanly Warfare is showing restraint so it doesn’t undermine its second half that elevates the film to another level. The second half is when this story becomes a tense, dramatic spy-action war movie that will have your adrenaline pumping even while you’re laughing. This is Guy Ritchie’s answer to the Dirty Dozen, and it totally works.

A big reason The Ministry of Ungentlemany Warfare is a wholly entertaining, satisfying theater experience is that its cast is operating at the same frequency Ritchie is on. Everyone involved in this movie knows exactly what kind of movie they’re trying to make. They’re having fun, yet still taking their mission seriously. They’re here to kill Nazis and win the war, but that doesn’t mean they can’t enjoy themselves while they work.

That might sound like feint praise, but it’s one of the most impressive aspects of the film. It’s “based on a true story,” and though obviously greatly (GREATLY) exaggerated, the story’s foundation is still real. The film is indeed about brave people who risked their lives to fight evil with a daring, dangerous, and audacious endeavor.

Henry Cavill with a big beard having coffee on a boat in The Ministry of Ungentlemanly Warfare

It’s not easy to turn that kind of event into an action-comedy spy-war movie. Especially one that takes place in an elevated reality even though it’s grounded in truth. Finding the right tone for a story like that is a tightrope act. And while there are moments where the film wobbles—sometimes it approaches being too silly and irreverent, other times too dramatic—it never falls off.

What is surprising is that this isn’t Henry Cavill’s movie in the way you might think. He plays Gus March-Phillipps, the leader of the secret mission. He’s a dominant figure and Cavill has a total blast playing him. His group’s mission makes up the war aspect of the film. Yet Gus doesn’t feel like the most important character in this story. Babs Olusanmokun’s Heron and Eiza González’s Marjorie Stewart do.


They’re the spies on the island of Fernando Po laying the groundwork for the covert operation. They’re the ones living among Nazis in secret and trying to manipulate Til Schweiger’s absolutely terrifying, torture-loving Nazi commander overseeing the operation that keeps German U-boats controlling the Atlantic Ocean stocked and operational.

Heron and Marjorie are both really good, and because the movie invests in their storyline in a way it doesn’t any other character, they also carry the film’s emotional heft. You’ll care what happens to them, which is crucial to why the second half of the movie is so effective.


One of the movie’s biggest, most obvious flaws—obvious to the point it certainly seems intentional—is how little the film invests in anyone else. All we really know about Gus’ motley crew is what we’re told about them during a wonderfully brief recruitment montage where he describes their individual skills. They’re here for the fun so the movie only establishes them as actual people in the most minimalistic way. Who are those guys? One seaman really hates Nazis. One guy likes blowing stuff up. One soldier is really smart. And one violent guy is very large.* That’s the extent of their individual characterization.

*Yes, obviously that guy is Alan Ritchson, who looks so huge in this movie it’s hard to imagine he’s a real person. I know Reacher has already earned him enshrinement in the Gigantic Human Hall of Fame, but he’s so big in this movie he looks like if The Incredible Hulk hulked out into a larger Hulk. He’s also really funny and kills so many Nazis. So. Many. This movie kills roughly a million of them, all one at a time. I don’t know what the record is for most individual Nazis killed on screen in a single movie, but The Ministry of Ungentlemany Warfare has to be near the top. It’s very satisfying.


The film also features a fantastic score that contributes to its great pace. This movie moves, and that energy helps build the tension that is so important to its second half and ultimately why it’s so successful. You feel the urgency of the pending operation as it grows closers. When it finally begins, you’ll be ready to join in. This film had me amped up.

When it ended, I felt really good. It’s a funny, intense, well-made entertaining action-comedy, but it’s also a feel-good story. It’s about good people fighting bad people at great personal risk. And by the time you get to the end, you’ll be glad to have joined them on their mission.

Because it is Guy Ritchie’s answer to The Dirty Dozen isn’t just a fun one, it’s a wholly satisfying one.

The Ministry Of Ungentlemanly Warfare

Mikey Walsh is a staff writer at Nerdist who is still waiting for Guy Ritchie’s third Sherlock Holmes movie. You can follow him on  Twitter and   Bluesky at @burgermike. And also anywhere someone is ranking the Targaryen kings.