Larry Haines, a mediocre vaudeville entertainer, boards a train for Los Angeles. Aboard, he meets an attractive, blonde British agent carrying a coded message hidden in a brooch—and is being pursued by Nazi agents.

Bob Hope
as Larry Haines

Madeleine Carroll
as Karen Bentley

Gale Sondergaard
as Madame Stephanie Runick

George Zucco
as Dr. Hugo Streger

Lionel Royce
as Karl

Walter Kingsford
as Dr. Wallace Faber

Victor Varconi
as Miller

Otto Reichow
as Lanz

Esther Howard
as Mrs. Topley

Edward Gargan
as Mulrooney