Shakespearean actors working in Poland are headed for success because of a woman, Maria Tura (Carole Lombard), who is very good as a performer and whose husband Joseph (Jack Benny) plays Hamlet. The same audience member walks out on Joseph every time he starts the “to be or not to be” soliloquy. The audience member is Lt. Sobinksi (Robert Stack), who keeps leaving to have an affair with Maria. Then the theater must close because Hitler invades Poland and Nazis arrive. Prof. Siletsky (Stanley Ridges) has a list of traitors who must be dealt with by the Gestapo, under the command of Col. Erhardt (Sig Ruman). The actors try to hide their names and save their lives by pretending to be Gestapo agents and Hitler.