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Just prior to the entry of the United States into World War II, British agent Karen Bentley takes over the secret mission of her murdered partner to deliver to a British operative in Chicago the encoded flight plan of 100 American bombers. After her ship docks in New York City, Karen eludes enemy agents and slips backstage of a vaudeville theatre. Without revealing her ulterior motive, Karen throws herself at Larry Haines, an actor who performs a vaudeville act with his penguin "Percy." Karen learns that Larry and Percy are taking a train to Hollywood, California, where Percy has a $500-a-week contract to appear in a film, and Larry has a $30-a-week contract as the bird's trainer. To maintain her cover, she accompanies Larry to the train station and slips the medallion of a scorpion, which contains the secret plans, under his lapel without his knowledge, then leaves. The German agents, Mme. Stephanie Runick and Dr. Hugo Streger, are watching, however, and spend the miles between New York and Albany intimidating Larry. Karen boards the train in Albany and Larry concludes that she is crazy because of her erratic behavior. When they disembark for a three-hour layover in Chicago, Karen steals Larry's suitcase containing the jacket with the medallion. He follows her to an apartment where she expects to meet a British agent, but they discover that the agent has been killed and find instructions to continue on to an address in Los Angeles. Karen reveals her true identity and mission to Larry, and aware that they are under surveillance by German spies, Larry and Karen stage a violent "wife-beating" in the apartment to attract the attention of the police, who arrest them and thereby give them safe escort out of the building. The police let the couple go when they "make up" in the back seat of the patrol car, but later chase them because the German agents have framed Larry and Karen for the death of the British agent. While police search the city for Larry, who is billed in newspapers as the "love slayer," Larry and Karen find a safe haven on the rooftop of Union Hall, where they realize that they are in love with each other. The next morning, the couple slip onto a Teamsters' bus headed for a picnic and from there steal the bus, and then a plane, which Karen pilots, to escape the police. When the plane runs out of gas, they land safely in farm country, and are arrested for stealing watermelons. The sheriff soon recognizes them from a police bulletin, and another chase ensues, during which Larry impersonates an obstetrician and gives a lecture to earnest small-town mothers. A freight train carries them to Los Angeles, where they head immediately to the address listed in the instructions, a funeral parlor. The British agent has already been taken hostage by the German agents. However, with quick thinking, Karen and Larry escape from both the agents and the police and arrive at the air force base in time to deliver the secret flight plans that will send American bombers to England. Karen rewards Larry with a kiss.