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| Carole Lombard | Maria Tura |
| Jack Benny | Joseph Tura/Prof. Alexander Siletsky |
| Robert Stack | Lt. Stanislav Sobinski |
| Felix Bressart | Greenberg |
| Lionel Atwill | Rawitch |
| Stanley Ridges | Prof. Alexander Siletsky |
| Sig Ruman | Col. Ehrhardt |
| Tom Dugan | Bronski |
| Charles Halton | Dobosh |
| Peter Caldwell | Wilhelm (uncredited) |
| Helmut Dantine | Co-pilot (uncredited) |
| Otto Reichow | Co-pilot (uncredited) |
| Miles Mander | Maj. Cunningham |
| George Lynn | Actor Playing Hitler's Adjutant |
| Henry Victor | Capt. Schultz |
| Maude Eburne | Anna, Maria's maid |
| Halliwell Hobbs | Gen. Armstrong |
| Olaf Hytten | Polonius in Warsaw (uncredited) |
Acting couple Joseph and Maria Tura are managing a theatrical troupe when the Nazis invade Poland. Maria is having an affair with Lieutenant Sobinski, who suspects Professor Siletsky is a Nazi spy. With Siletsky in possession of a list of members of the Polish resistance, the Turas' company takes action. Using their skill for impersonation, Joseph and company must confuse the Nazis and stop Siletsky from handing over the list.
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