With additional dialogue and lyrics by Christopher Fry, the film expands on some elements in the opera, such as giving Mrs Trapes a larger role and adding dramatic action sequences to Macheath's escape.

The beggar boasts to the other prisoners that his opera, unlike others of the day, is about a real person, the dashing highwayman Captain Macheath, who, dressed in a red coat, holds off the world with a pistol in each hand, seduces women with five notes of a tune, and generally leaps from misfortune.

Macheath escapes with Polly's help after a swashbuckling fight, then hides in a back room of a tavern, where he is unable to resist socializing with the prostitutes, whom he considers friends.

During the night, Lucy steals the keys and releases him, but later Polly sneaks back and, finding Macheath gone from the cell, screams in anguish without thinking, thus drawing attention to his escape.

Meanwhile, Macheath disguises himself in the stolen cape and gloves of a lord and slips into a gaming house to avoid making good his promise to unite with Lucy.

The next morning, riding atop his coffin as it is carted through the streets to the gallows, Macheath waves farewell to the friendly crowd that has gathered to see him off.

The highwayman steals a horse from the cart containing his coffin and when safely out of London, sings that his freedom has been returned because of a beggar's opera.

The film was sold to Jack Warner for $700,000 - who bought it without seeing it - so Korda made a profit but Olivier and Wilcox did not receive their deferred payment.