Nazis are about to overrun France, and a Jewish man named Jacobowsky is stranded in Paris. He hitches a ride with reluctant Polish serviceman Colonel Prokoszny, who harbors a bias against Jews. They are soon joined by Prokoszny's bride-to-be, Suzanne, who takes an immediate liking to the engaging Jacobowsky. This furthers the hostility between Jacobowsky and Prokoszny, but they must put their differences aside to evade the Nazis trailing them.