In France, 1940, an unlikely pair team up to evade the approaching Nazis. Little Jacobowsky, a Polish Jewish intellectual, has been one step ahead of the Nazis for years. Stjerbinsky is an aristocratic, anti-Semitic Polish colonel who's trying to get to England. Jacobowsky has a car but can't drive; the colonel can. And so begins their adventurous journey - set against a backdrop of lively and lovely songs and dances - that takes them to a carnival, a Jewish wedding, and, when the car breaks down, onto a train. Accompanying them is Marianne, the colonel's girlfriend with whom Jacobowsky falls in love. But it is not to be.