In May 1943, two American soldiers, Joe and Frank, of Italian descent are searching the North African desert for a German general called Von Kassler, when they are captured by Von Kassler aide Inge Schultze who lets them escape with fake war plans, only Joe and Frank steal the real war plans which pave way for the Allied victory. Months later, the duo once again come up against Von Kassler when they are captured at Anzio and try to outwit the Nazis a second time.

In May 1943, Joe and Frank, two American soldiers of Italian descent, are searching the North African desert for the famed German "Desert Fox," General Von Kassler. During a sandstorm, they stumble upon his oasis headquarters and are captured by his beautiful aide, Lieut. Inge Schultze. In an attempt to confuse the Allies, the Germans permit the two soldiers to escape with false plans for the German offensive. The Americans inadvertently take the real plans, however, and pave the way for an Allied victory. Some months later they are sent ashore in preparation for the Anzio invasion and are once again taken prisoner by Von Kassler's division. This time they assume the disguises of Adolf Hitler and an SS general and trick Von Kassler into destroying a huge gun impeding Allied progress. As a result of his blunders, Von Kassler is deprived of his rank by the SS and slated for execution, but Joe and Frank have by this time become somewhat fond of the "amiable old gentleman," and they dress him in the clothes of a scarecrow and permit him to escape as the Allies establish a beachhead at Anzio.