The film revolves around the defense of Hong Kong from the Axis powers during World War II.
A British female double agent has information on a secret plan, but her mission is complicated by three vaudevillians who have fallen for her, and by a German spy posing as an officer of the Allies.
Valerie Hale (Marjorie Lord) is a double agent working for the British, with information on a secret plan for the Allies to help Chiang Kai-shek repel the Axis powers from Hong Kong.
She inadvertently crosses paths with three vaudeville performers Pancho (Leo Carrillo), Blimp (Andy Devine) and Rusty (Don Terry) who fall in love with her.
Hale blows her cover by revealing her assignment to the man she believes is Major Colin Reeves (Leyland Hodgson), but is in reality the German spy Von Metz.