Actors in Warsaw play Germans in order to help the Polish underground that is fighting the Nazis.
In August 1939 actors in Warsaw rehearse playing Hitler and Nazis; but producer Dobosh (Charles Halton) complains, and Hitler goes outside to fool people. Joseph Tura (Jack Benny) is playing Hamlet and is jealous that his wife Maria Tura (Carole Lombard) is getting flowers. Lt. Stanislav Sobinski (Robert Stack) wants to show Maria his bomber. Poland's government cancels Gestapo, and Lt. Sobinski walks out on Joseph's soliloquy to see Maria. They learn of war, and bombs destroy buildings. German soldiers take over, and the Polish resistance fights back. Professor Siletsky (Stanley Ridges) tells Polish flyers he is going to Warsaw and takes a message from Lt. Sobinski to Maria. Lt Sobinski reports that Siletsky has underground names to Gen. Armstrong (Halliwell Hobbes), who sends Sobinski to a Warsaw bookstore with Siletsky's photo.
Soldiers take Maria to Siletsky, who tells her the message is "To be or not to be." He asks her to spy for the winning side. Joseph finds Lt. Sobinski sleeping in his bed. Maria comes in and explains. Joseph says he will kill Siletsky. Maria goes to dinner with Siletsky and gets his signature. He kisses her and is summoned to Col. Ehrhardt. Maria types a suicide note for Siletsky, but she is not allowed to leave. Siletsky is taken to the theater that is made into Gestapo headquarters. Joseph plays Ehrhardt, and Siletsky gives him the underground names; but Siletsky has a duplicate for Berlin. Dobosh tells Joseph to go to the hotel and kill Siletsky; but Joseph gives Dobosh his gun. Siletsky figures out who jealous Joseph is and tries to escape. They search the theater, and Siletsky is shot on stage. An officer waits with Maria, and Joseph comes in as Siletsky. Joseph tells Maria that Siletsky is dead; but he has to go see Col. Ehrhardt (Sig Ruman), who says that Hitler is coming. Joseph tells Ehrhardt that Maria is a good agent.
Maria meets with Ehrhardt, who tells her they found Siletsky's body. Maria looks for Joseph and tells the actors to help him. Joseph as Siletsky calls on Ehrhardt, who puts him in a room with dead Siletsky. Joseph has Ehrhardt pull off Siletsky's false beard. Rawitch (Lionel Atwill) as an officer arrives and removes Joseph's beard, castigates Ehrhardt, and takes Joseph back to the actors. Dobosh ask Greenberg (Felix Bressart) to play a role. Actors as officers mix with the Gestapo. Greenberg is captured as a Jew and speaks Shylock's lines. Joseph and others arrest him. Joseph advises the Hitler to leave, and they go to the airport. Ehrhardt and Schultz (Henry Victor) go to Maria, who says she knows a general. Schultz leaves, but Ehrhardt stays and lets Maria leave with the Hitler. Lt. Sobinski takes over flying the plane, and the Hitler orders the two pilots to jump out. The actors land in England. In the final scene Joseph plays Hamlet as Lt. Sobinski walks out.
This farce satirizes the outrageous situation of Poland
when it was invaded by Germans, using humor to entertain the audience
absorbed in the world war that resulted from that crime against
peace.