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In Paris in 1940, American dress designer Anne Morgan meets Bill Hamilton when she bumps his car while parking in front of Madam Florien's dress shop. Bill, a soldier who has been assigned to the British security organization MI5, is waiting for the dithery Lady Muriel, the sister of his commanding officer. After he drops Lady Muriel at her home, Bill retreats to a bar, where he meets Australian reporter Butch, who is hiding from his editor, J. B. Entwistle. When Entwistle finally finds him, he is so angry to learn that the French censors have killed a story on fifth column activities in Eastern Europe that he gives Butch 500 francs to pay for drinks. Butch buys Bill a drink, and later, Bill drives Butch to his girl friend Blossom Leroy's apartment. After Butch and Blossom leave, Bill discovers that Blossom's roommate is Anne. Delighted to see her again, Bill invites Anne to dinner and spends the rest of the night with her. The following day, Bill is summoned to the office of steel magnate Forsyth, who explains that his business is a front for anti-fifth column work. Also working with Forsyth is Lady Muriel, who tells Bill that Florien's is financed by Nazi agents. She then shows Bill some sketches that Anne made of large French guns and asks him to investigate her possible involvement with pro-German forces. Bill, who is in love with Anne, turns down the assignment. Meanwhile, Anne's employer, Count Raul De La Vague, meets with Van Der Stuyl, a German spy masquerading as a Dutch clothes buyer. Van Der Stuyl informs De La Vague that his hopes for a French-German alliance are about to be realized, although Dutch and Belgian neutrality will be violated in the process. Butch overhears their conversation and is sure that he recognizes Van Der Stuyl's face. That afternoon, Bill meets Anne for lunch. When he questions her closely about her drawings and her friendships with German supporters, she believes that he only dated her because he was investigating her. Brokenhearted, she later informs De La Vague that she wants to become involved in war work. De La Vague has just donated the money for an ambulance and promises her that she will be the driver. Butch's inquiries about Van Der Stuyl fail to turn up any proof of wrongdoing, and he reports this to Bill, who is convinced that Anne has been falsely accused. After Germany invades Belgium and Holland, however, Forsyth again expresses his belief that Anne is working for the Germans and challenges Bill to disprove it. Unknown to Anne, a message from Madame Florien, ordering the German soldiers to prevent the destruction of a certain bridge over the Rhine has been hidden in her ambulance. Bill, who believes that De La Vague has an ulterior motive for his donation, begs her not to drive her ambulance to the Rhine, but Anne ignores his pleas. Bill then stows away in the ambulance. At the front, they narrowly avoid being killed when the ambulance is destroyed by a bomb. Later, a German soldier discovers the hidden message in the wreckage. Bill overwhelms the soldier and reads the encoded message. Later, the soldier escapes with the message, but Bill is able to remember it and relays it to a French commandant. The commandant is unable to reach his soldiers, however, and the Germans cross into France. Later, Anne reveals that she sketched the guns as a possible hat design. A disillusioned De La Vague kills himself. After Butch's paper is confiscated by the Germans, he, Blossom and Entwistle leave for London. As refugees pour out of Paris, Bill and Anne, who are reconciled, wander the streets together.