Original subtitles

♪ Darling Lili ♪

♪ Put a light in the window ♪

♪ And keep wearing ♪

♪ That bonnie smile ♪

♪ On those cold railway benches ♪

♪ Or in the trenches ♪

♪ Warm up our hearts ♪

♪ Awhile ♪

♪ Darling Lili ♪

♪ Blow a kiss to us, dearie ♪

♪ As we travel ♪

♪ Each weary mile ♪

♪ Not for mother ♪

♪ Or each other ♪

♪ Are we off to ♪

♪ End this war ♪

♪ You're the darling ♪

♪ We'll be winning ♪

♪ It for ♪

♪ Smile away ♪

♪ Each rainy day ♪

♪ And laugh away ♪

♪ Your blues ♪

♪ Let love light the sky up ♪

♪ Tell those clouds to dry up ♪

♪ And smile away each rainy day ♪

♪ I'll give you three guesses ♪

♪ Who loves you ♪

♪ Who loves you ♪

♪ Right from the start ♪

♪ Not your mother ♪

♪ Who likes to baby you so ♪

♪ And not the girl next door ♪

♪ You used to know ♪

♪ Often I think ♪

♪ This sad old world ♪

♪ Is whistling ♪

♪ In the dark ♪

♪ Just like a child ♪

♪ Who, late from school ♪

♪ Walks bravely home ♪

♪ Through the park ♪

♪ To keep their spirits soaring ♪

♪ And keep the night at bay ♪

♪ Neither quite knowing ♪

♪ Which way they are going ♪

♪ They sing the shadows away ♪

♪ Often I think ♪

♪ My poor old heart ♪

♪ Has given up ♪

♪ For good ♪

♪ And then I see ♪

♪ A brand new face ♪

♪ I glimpse ♪

♪ Some new neighborhood ♪

♪ So walk me back home ♪

♪ My darling ♪

♪ Tell me dreams really come true ♪

♪ Whistling ♪

♪ Whistling ♪

♪ Here ♪

♪ In the dark with you ♪

♪ So walk me back home ♪

♪ My darling ♪

♪ Tell me dreams really come true ♪

♪ Whistling ♪

♪ Whistling ♪

♪ Here in the dark ♪

♪ With you ♪

Play Pack Up Your Troubles.

Don't go. Don't worry.

♪ Pack up your troubles in your old kit bag ♪

♪ And smile, smile, smile ♪

♪ While you've a lucifer

♪ Smile, boys, that's the style ♪

♪ What's the use of worrying? ♪

Get back to your seats.

♪ It never was worthwhile ♪

♪ So pack up your troubles in your old kit bag ♪

♪ And smile ♪

Come on.

♪ Smile, smile ♪

Again!

♪ Pack up your troubles in your old kit bag ♪

♪ And smile, smile, smile ♪

♪ While you've a lucifer ♪

♪ Smile, boys, that's the style ♪

♪ What's the use of worrying? ♪

♪ It never was worthwhile ♪

♪ So ♪

♪ Pack up your troubles in your old kit bag ♪

♪ And smile, smile, smile ♪

Keep the home fires burning.

♪ Keep the home fires burning ♪

♪ While your hearts are yearning ♪

♪ Though your lads are far away ♪

♪ They dream of home ♪

♪ There's a silver lining ♪

♪ Through the dark cloud shining ♪

♪ Turn the dark cloud inside out ♪

♪ Till the boys ♪

Tipperary.

♪ Come home ♪

♪ It's a long way to Tipperary ♪

♪ It's a long way to go ♪

♪ It's a long way to Tipperary ♪

♪ To the sweetest girl I know ♪

♪ Goodbye, Piccadilly ♪

♪ Farewell, Leicester Square ♪

♪ It's a long, long way to Tipperary ♪

♪ But my heart's right there ♪

Bravo!

Yeah!

Good evening, Miss Lili.

Hello, Emma.

The Colonel's in the study.

Thank you.

Oh, Emma, I'd love some tea.

Yes, miss.

Kurt.

How nice.

- How are you, my dear? - Fine.

That's most important, Lili.

We must know

exactly how the Allies are planning to utilize the military aircraft.

The war is changing.

It is, uh, moving into the air,

and, Lili,

we cannot afford to minimize this new potential.

As each new squadron is formed,

the air war expands,

the ground war is altered, forced to, uh, shift

and to, uh, to, how would you say,

to, uh,

accommodate on a day-to-day basis.

It's hard to believe.

What, that those ridiculous little aircraft could make such a difference?

Mmm-hmm.

Yesterday Baron von Richthofen

led six of those ridiculous little aircraft--

thank you-- in an attack on the ammunition depot in Toulon.

The explosion shattered windows in Paris.

It also stopped a well-planned enemy attack in the Argonne sector.

Incidentally, I understand,

you're to be decorated by the French government.

Yes.

When?

Well, no date's been set, but soon, I expect.

The sooner the better.

Good evening, Mr. Bedford.

Good evening, Sergeant.

Sorry to disturb you at this late hour,

but we've reason to believe

there's a German spy in the vicinity.

Blimey.

You haven't seen or heard anything suspicious, have you?

Not a thing,

but I'll certainly let you know if I do.

Uh, is Miss Lili down for the weekend?

Yes, her uncle's staying with us.

I believe, you met Mr. von Ruger when he was here last summer.

Oh, yes, the distinguished Swedish gentleman.

Swiss.

Yes, that's right, Swiss.

Well, give Miss Lili my regards, and her uncle,

and keep your eyes open, Mr. Bedford.

- I certainly will. - Good night, Sergeant.

Good night.

Trouble?

Nothing we can't handle.

We just have to be careful.

Your assignment is the famous Major William Larrabee.

Of the five men having access to the day-to-day planning of the air war,

he would seem to be the best prospect.

He's young, attractive, unmarried.

That's a change.

I'm getting weary of diplomats and old generals.

The Major is considered to be quite the ladies' man.

If you're gonna spend any length of time in France,

you should arrange some concerts,

maybe visit some of the hospitals.

Yes.

Success.

Major Larrabee.

Look out!

What's he doing?

Good morning, Colonel.

General.

You know Kraus?

Yes.

I understand you've assigned Project Sparrow

to Lili Smith.

Lili Schmidt.

But that, my dear Colonel, is precisely the distinction

that separates our points of view.

You say Schmidt, I say Smith.

Her father was German.

Her mother is English.

Lili Smith is an English subject.

She left Germany when she was 10.

Forgive me, General, but I am not going

to debate this issue with you again.

Her record speaks for itself.

My dear Colonel, I'm almost as impressed with her record as you are.

Impressed, hmm?

Not convinced.

That is unfortunate, General

because until I am relieved of my command,

or you obtain the necessary authority to countermand my orders,

I will continue to assign to Lili Schmidt

whatever project seems to me appropriate.

You forget yourself, Colonel.

I am still your superior officer,

and I will stop you if I have to go to the Kaiser to do it.

I'll be happy to make an appointment for you.

I'm having lunch with him this afternoon.

Von Ruger, that woman is a security risk.

She's an emotional female who, in my opinion,

involved herself for all the wrong reasons

and because of your personal relationship,

you refuse to admit the potential danger!

Concerning my personal relationship with the lady, General,

it is, first, none of your business,

and second,

it in no way influences her capabilities as an agent.

Regardless of what you may think, she is the perfect spy

and the ideal person to succeed with Project Sparrow.

And now, if you'll forgive me, I'll be late for lunch.

Kraus.

♪ They tell a story back in London town ♪

♪ That when you hear taps sound ♪

♪ Then all you soldiers have a sweetheart ♪

♪ Who always comes ♪

♪ around ♪

♪ When night is falling ♪

♪ She comes calling ♪

♪ The girl in no man's land ♪

♪ She comes to cheer them ♪

♪ And be near them ♪

♪ The dream they understand ♪

♪ Doughboys ♪

♪ Weary, cold, and lonely ♪

♪ Know her ♪

♪ As their one and only ♪

♪ The angel who ♪

♪ At close of day ♪

♪ Comes 'round to kiss ♪

♪ Their cares ♪

♪ Away ♪

♪ When this is over ♪

♪ You'll discover ♪

♪ The love ♪

♪ You've always planned ♪

♪ Until that time ♪

♪ Pretend that I'm ♪

♪ The girl ♪

♪ In no man's ♪

♪ Land ♪

Bonjour.

Bonjour.

Bonjour.

♪ Doughboys ♪

♪ Weary, cold, and lonely ♪

♪ Know her ♪

♪ As their one and only ♪

♪ The angel who ♪

♪ At close of day ♪

♪ Comes 'round to kiss ♪

♪ Their cares ♪

♪ Away ♪

♪ When this is over ♪

♪ You'll discover ♪

♪ The love ♪

♪ You've always planned ♪

♪ Until that time ♪

♪ Pretend that I'm ♪

♪ The girl ♪

♪ In no man's ♪

♪ Land ♪

Very good.

Very good, my dear.

Damn good show, old girl.

Damn good show.

Oh!

Just seat me there.

Alors, jouons rainy day, d'accord?

♪ Smile away ♪

♪ Each rainy day ♪

♪ And laugh away your blues ♪

♪ Be like old Mr. Noah ♪

♪ When it starts to pour ♪

♪ Make fun of trouble ♪

♪ Although you're seein' double ♪

♪ Keep in mind ♪

♪ They're silver-lined ♪

♪ Those gloomy clouds of gray ♪

♪ Let love light the sky up ♪

♪ Tell the clouds to dry up ♪

♪ And smile away each rainy day ♪

Here he comes.

I have to dine with two generals this evening.

The unofficial headquarters

of Major Larrabee's squadron is the Cafe Cancan.

Excuse me, ma'am, General, General.

'Cause I'm a little drunk,

but there's something I just gotta say.

Oh?

Ma'am, you are an inspiration.

Thank you.

I heard you sing in London, and you sang

♪ It's a long way to Tipperary ♪

And, ma'am, it was inspirational!

What was that, ma'am?

I just told the General you heard me sing it's a long way to Tipperary.

Oh, yeah, you should've heard her, General.

And you, too, General.

It was purely, purely inspirational.

- Thank you. - Thank you, ma'am.

What was that?

He says you're one of the famous Eagle Squadron.

Oh, yes, ma'am.

Lieutenant George "Youngblood" Carson.

How do you do?

My grandmother was a full-blooded Cherokee Indian.

How exciting.

It was for my granddaddy.

Listen, if it wouldn't be putting you to too much trouble,

I've got some buddies over there just dying to meet you.

Hey, fellows!

Yeah, come on!

- What's happening? - Come here.

Don't get up, General, it's just my squadron.

Meet Miss Lili Smith.

How do you do, miss? I'm...

Can I have your autograph? I've got to have it.

Come on, long way to Tipperary. You know it. Let"s hear it.

Yeah! That's it! That is it! Hey everyone! Come on!

♪ It's a long way to Tipperary ♪

♪ To the sweetest girl I know ♪

♪ Goodbye, Piccadilly ♪

♪ Farewell Leicester Square ♪

♪ It's a long long way to Tipperary ♪

♪ But my heart's right there ♪

♪ It's a long way to Tipperary ♪

Thank you.

♪ It's a long way to go ♪

♪ It's a long way to Tipperary ♪

Sing it.

♪ To the sweetest girl I know ♪

♪ Goodbye Piccadilly ♪

♪ Farewell Leicester Square ♪

There it is.

♪ It's a long long way to Tipperary ♪

♪ But my heart's right there ♪

♪ Parlez-vous

♪ Mademoiselle from Armentieres ♪

♪ Parlez-vous ♪

♪ Mademoiselle from Armentieres ♪

♪ She hasn't been kissed for 40 years ♪

♪ Hinky-dinky, parlez-vous ♪

♪ Mademoiselle from Armentieres ♪

♪ Parlez-vous ♪

♪ Mademoiselle from Armentieres, parlez-vous ♪

♪ She got the Palm and the Croix de Guerre ♪

♪ For washin' soldiers' underwear ♪

♪ Hinky-dinky, parlez-vous ♪

♪ One night I had beaucoup jack, parlez-vous ♪

♪ One night I had beaucoup jack-- ♪

Gentlemen, gentlemen, you are dears,

and I would love to kiss you all good night...

But, but, but, but,

but I'm only a tourist, not a permanent resident.

Hey, wait a minute, wait a minute,

wait a minute, she's got a point.

What point?

Oh, you're beautiful, but you're just too much.

So, in the interest of saving time,

and as the senior Cherokee Indian...

I will say good night for us all.

Miss Lili.

Lieutenant?

Plant it right here.

Whoa.

Inspirational. Purely inspirational.

- Good night. - Good night.

♪ Mademoiselle from Armentieres, parlez-vous ♪

♪ Mademoiselle from Armentieres ♪

♪ She hasn't been kissed for 40 years ♪

♪ Hinky-dinky, parlez-vous ♪

♪ The general got the Croix de Guerre ♪

♪ Parlez vous ♪

♪ The general got the Croix de Guerre ♪

♪ Parlez vous ♪

Allo?

Hello, Uncle.

Hello, my dear.

How was the evening?

You should know. You were there.

You don't miss anything.

One of Major Larrabee's men said he was on some kind of important mission.

Oh, that's too bad.

I've no doubt you'll meet the Major another time.

I hope so.

In the meantime, should we get together?

How about, uh, a late breakfast, say around noon?

I look forward to seeing you.

Bye, darling.

Bye, uncle.

- Any instruction? - No.

Thank you.

I'm Bill Larrabee.

How do you do?

I have champagne, caviar, marinated truffles,

brilliant foie gras, and half a dozen assorted Hungarian Gypsies.

Sounds delicious.

I thought we'd go on a picnic.

At 3:00 in the morning?

It's the best time. No ants.

That's my squadron. Dawn patrol.

- Is it? - Mmm-hmm.

When do you have to report back?

Friday.

When do you have to go back to England?

Soon.

Not too soon, I hope.

Well, it depends.

On what?

I'm beginning to think, Major,

it might just possibly depend on you.

What's he like?

Attractive, charming, conceited.

When do you see him again?

Tonight. He's on leave until Friday.

You better get some sleep.

I think you're right.

No, relax. Stay and finish your breakfast.

I'll contact you the minute I have something important.

- Pleasant dreams. - Thank you, darling.

A picnic at 3:00 in the morning.

Best time. No ants.

♪ So walk me back home my darling ♪

♪ Tell me dreams really come true ♪

It's 11:00, Miss Lili.

♪ Often I think ♪

♪ My poor old heart ♪

♪ Has given up ♪

♪ For good ♪

♪ And then I see ♪

♪ A brand new face ♪

♪ I glimpse ♪

♪ Some new neighborhood ♪

♪ So walk me back home ♪

♪ My darling ♪

♪ Tell me dreams really come true ♪

Good night.

Good night.

Good night?

I fly at dawn.

Oh.

Good night, darling.

"I fly at dawn"?

- Quote, unquote. - Amazing.

Yes, makes a girl feel a bit insecure.

You? Insecure?

Well, not really, but, you must admit, it is a bit unnatural.

Well, yes, considering the provocation,

but that's really beside the point.

It is?

The information you've extracted from Major Larrabee

has greatly exceeded our expectations,

and, uh, should the need for more persuasive measures arise,

I'm sure that you'll be up to it.

Yes, but will Major Larrabee?

The gentlemen are from French army intelligence.

Are they?

Mademoiselle Smith, what a pleasure to meet you.

Good morning.

- Please forgive us this intrusion. - No intrusion at all.

This is my colleague, Lieutenant Liggett.

Very...

And I am Captain Duvalle.

- We are with army intelligence. - Oui.

Won't you sit down?

Now, how can I help you?

You are a friend of Major William F. Larrabee.

Yes.

We have reason to believe

that Major Larrabee is passing military secrets to the enemy.

You can't be serious.

There is no question that vital data is leaking out

concerning Allied air operations.

A reminder, very few men having access to this information

the foremost is Major Larrabee.

We strongly suspect that he is passing the information

to a German secret agent.

But this is preposterous,

even to suggest that Major Larrabee's a traitor.

I hope I'm wrong and that is why we are here.

We need your cooperation.

What sort of cooperation?

Watch, listen, report anything suspicious.

You're asking me to be an informer.

I'm asking you to help establish

Major Larrabee's guilt or innocence.

Mademoiselle Smith,

we must discover who this German agent is

and apprehend her.

It is a matter of national s-s-securite.

It is a matter of self-respect.

When you have some proof of your allegations,

then I might, perhaps, reconsider.

"Her"?

Pardon?

You said "apprehend her."

Well, I...

It's our opinion that Major Larrabee

is giving information to a woman.

Of course, it's only an opinion.

Well, it seems reasonable to assume

that a man like the Major--

I mean, with his record--

military record.

If, uh, if--if he is passing information to the enemy,

he is doing so unwillingly.

I mean, unknowingly. He's being, uh,

coerced.

He's being seduced.

Yes.

Well, as I've said before, when you have some proof,

then I might consider helping you,

but until such time, I'm afraid it's out of the question.

Now, if you'll excuse me.

Naturally, of course,

we can count on your discretion in this matter.

- Naturally. - Good day.

- Good day. - Good day.

You heard?

Yes.

If I continue with Major Larrabee,

it could be just a matter of time

before they discover that I'm the one they want.

On the other hand, if I stop seeing the major,

and the flow of information stops at the same time,

they'll know immediately.

Interesting situation.

♪ If you're good at riddle solving ♪

♪ If you make the claim ♪

♪ That no puzzle ever puzzles you ♪

♪ Here is one that needs evolving ♪

♪ Here's a guessing game ♪

♪ That should be a snap for you to do ♪

♪ I'll give you three guesses ♪

♪ Who loves you ♪

♪ Who's loved you right from the start ♪

♪ Not your mother ♪

♪ Who likes to baby you so♪

♪ And not the girl back home ♪

♪ You used to know ♪

♪ Oh, no ♪

♪ There's somebody special ♪

♪ Who needs you ♪

♪ Together ♪

♪ Or apart ♪

♪ Bet you don't need three guesses ♪

♪ And not even two ♪

♪ To know that ♪

♪ I'm the one sweetheart ♪

♪ There's somebody special ♪

♪ Who needs you ♪

♪ Together or apart ♪

♪ Bet you don't need three guesses ♪

♪ And not even two ♪

♪ To know that ♪

♪ I'm the one ♪

♪ Sweetheart ♪

Miss Smith! Miss Smith, your curtain call.

Would it be indiscreet to say that I missed you?

No.

To say that I missed you terribly?

- Not quite. - Desperately?

Possibly.

- Passionately? - Definitely.

Would you settle for desperately?

- I'll settle for passionately. - Oh.

What about my reputation?

I'll risk it.

You look tired, darling.

- I am, a little bit. - Was it that bad?

No, not that bad, but bad.

The Baron plays pretty rough.

The Baron?

Von Richthofen.

Ah.

He fights very well, that gentleman.

When do you have to be back?

Sunday.

Not till Sunday night.

- Ah, then you can get plenty of rest. - Mmm-hmm.

I thought, if you have nothing to do,

that we could ride out to the country tomorrow.

I know a lovely spot. Quiet, romantic,

guaranteed to restore the body and renovate the soul.

Hmm.

Or is it the other way around?

Either way, it sounds marvelous.

Marvelous it is. And tonight we eat, we drink,

we forget the Baron.

It really was bad, wasn't it?

It was hell.

Army intelligence.

We would like a table for two

and as near as p-p-possible, if you please,

to Major Larrabee's table.

I don't understand.

I am aware that we have no reservations,

but this is official government business.

Allez, allez.

I'm sorry, but I am not the head waiter.

Go find the head waiter.

Oui.

My apologies, monsieur.

Ah.

Thank you.

Are they really that good?

- Oh, yes, they're delicious. - Will you try one?

- No. - Come on, try one, huh?

Mmm-mmm, some other time.

Oh, oh, my foot!

Your drink, my foot.

Now, go on, there we are.

Sit down, old sport.

There you are, you can sit down there.

Good girl. And I'll sit down...

- Uh, excuse me, could we borrow this chair? - Yes, of course.

I have to put my leg up. You see,

I've got a plaster and...

Oh, good God.

Hey, I thought you were in hospital.

My goodness me. They let you out, too, did they?

Well, how are you? Any better?

I'm fine, thank you.

Yes, well, so am I. I mean, with this thing here

and I'm over there with, uh...

Oh, I don't know what her name is.

Anyway, who are you with?

Uh, Major Larrabee.

Major Larrabee?

I know him very well.

We fly together everywhere.

- Really? - Yes, we do.

Hey, eh.

Hello, old cock.

Hello.

- We've just been talking about you. - Were you?

Yes. Well, um, nice to see you up and about again,

even though you are sitting down.

Anyway, bye-bye, now.

Umm. Very nice, dear. Well, off we go.

And I'll see you, uh, oh...

Incidentally, old cock, how did you fare this weekend

with Operation Crepe Suzette?

Incidentally, old cock, that mission was top-secret.

Oh. Yes, yes. What?

Umm, just a minute.

Get that thing down, you fool.

Get back with that.

Get these men off me!

- It happens. - He's drunk.

- Always is. - Even when he flies?

- Always is. - I don't believe you.

- Really? - Yeah.

But then why does he drink?

Because he's afraid to fly.

Then why does he fly?

Because he likes to drink.

Well, sooner or later he's bound to get himself killed.

Sooner or later, he probably will.

Meanwhile, he has seven planes to his credit.

- What? You're not serious. - Ha-ha, I certainly am.

You mean he shot down seven German planes?

No, he shot down seven French planes.

What?

Well, actually, he only shot down one.

The rest he just wrecked.

And when you consider he's only been at the front

for about six months,

it's an incredible record.

And you're an incredible liar.

My word of honor. As of last Friday,

Lieutenant Twombly-Crouch was tied

with von Richthofen for the championship.

I still don't believe you.

Neither does anybody else.

That's what keeps old T.C. flying,

or crashing, as the case may be.

Nobody believes it, including his squadron commander.

- And who's that? - Me.

Oh.

What was all that talk about top-secret missions and Crepe Suzette?

- Just talk. - Mmm-hmm?

You know, I think you're some kind of a spy.

If I told you I was?

I know lots of military secrets.

Good.

Back in a minute to pry them out of you.

Crepe Suzette.

What?

That's exactly what he said.

Operation Crepe Suzette.

What else?

That it's top-secret. So far, that's all.

But he's planned a weekend in the country

and I'll contact you as soon as I have the information.

Bill?

Major Larrabee?

Look.

Bonjour.

To us.

- Bill. - Hmm?

Do me a favor.

Sure.

No lines, no campaign.

In the first place, it isn't necessary and in the second place,

I--I want whatever happens this weekend to be honest.

Well, since I have nothing to gain by lying to you,

I think you're the most provocative,

exciting,

and most desirable woman I've ever met.

I'll buy that.

Excuse me.

Bon soir, monsieur.

- Bon soir. - Champagne, monsieur.

I have champagne.

Here. Compliments of the management.

Will you be ordering dinner?

No.

Bon soir, Monsieur.

Bon soir, Madame.

I'm sorry, darling.

Bill.

- Hmm?

Would you excuse me just one minute?

Be right back.

Shan't be long.

Are you out of your mind?

He lied to you.

What?

He didn't fly last weekend.

There was no encounter with von Richthofen.

Larrabee's squadron was in the air, but Larrabee was not.

Moreover, we've checked every channel

and nothing at all has filtered down

about any Operation Crepe Suzette.

So, either it is even more important than we imagined

or it simply doesn't exist.

And if it doesn't?

Then he's onto you.

It's possible, I suppose,

but my every instinct says no.

Then what's the alternative?

Another woman?

It's our opinion that Major Larrabee

is giving information to a woman.

I fly at dawn. Goodbye, darling.

How did you fare with Operation Crepe Suzette?

He's being coerced.

He's being seduced.

Yes, I'm a lieutenant.

Operation Crepe Suzette.

Suzette. Suzette.

Lili.

Lili.

Anything wrong?

No.

Any more champagne?

Plenty.

- What? - Oh.

Oh, darling, I'm sorry.

No, no, no. It's ok.

- It was an accident. - No, it's ok.

- Oh, I've ruined your shirt. - Doesn't matter.

Well, shouldn't you change?

What's the difference? It's coming off in a minute anyway.

Subtle.

What's wrong?

Well, I was just going to ask you.

Ask me what?

What's wrong?

- With me? - Yeah.

Well, nothing, darling,

but I do sense something about you.

Me?

It's really not important.

Well, of course it's important.

The girl that went into that bedroom

is not the same girl who just walked out.

- Rubbish. - It's not rubbish.

We're having our first fight.

We are not fighting. I am simply trying to point out--

Bill.

Carry me.

What?

Carry me.

- To my room. - Hmm?

My room.

Wait a minute. I have a better idea.

I'm sorry, darling, really, I am.

I just can't help it.

Are you all right?

What do you mean, "all right"?

Oh, come, now. You've got to admit,

seduction can really be very funny if you stop to think about it.

You're not supposed to stop and think about it.

Oh, Bill, that's a terribly naive point of view

for a man of your sophistication and experience.

- Bill? - Look,

couldn't we talk about this tomorrow?

Oh, I know.

Damn it, Lili.

Sorry, I really can't help it.

Oh, if you really wanted me, it shouldn't matter anyway.

Come on. My sweet.

My love.

What is it?

- What did you just call me? - What?

- What did you just call me? - When?

- Think. - Huh, what in the--

- Think! What did you just call me? - What do you mean?

- How do I know what I called you? - You called me darling,

you called me your love, and you called me something else.

I said you were wonderful--

you called me something else, a name.

A name?

Suzette.

- What? - You called me Suzette.

- The hell I did. - The hell you didn't. You did.

- The hell I did. Why would I call you Suzette? - I don't know.

- Do you know a Suzette? - No!

- You don't? - No.

Oh.

Bill.

Yeah?

I'm sorry.

I am.

- My pet. - What?

My pet, that's what I called you.

- My pet? - You're damn right.

My pet. Sounds like "Suzette."

Suzette, my pet. My pet, Suzette.

- That's what I thought. - Oh.

- Now what's wrong? - Nothing.

Don't tell me nothing.

Did you really call me "my pet"?

Yes. I really called you my pet.

- What's the matter with that? - Nothing. Nothing at all.

Okay.

Oh, shoot.

Oh, Bill? Oh, darling.

Oh, sweet, forgive me.

I've been behaving like an idiot schoolgirl and I'm sorry.

I adore you.

There have been others?

Oh, my darling.

Many?

Oh, my sweetheart.

- Bill. - What?

You're not being honest.

- What do you mean, not being honest? - What about Suzette?

Oh, damn it to hell, Lili,

I told you, there is no Suzette.

Operation Crepe Suzette.

- That's not a woman. - Then what is it?

Oh, for God's sake, Lili, you heard T.C. the other night.

Operation Crepe Suzette is a military secret-- that's what you said.

And that's what it is. It's so important, I can't even tell you.

It isn't that I don't trust you.

It's just a matter of national security.

I wouldn't even tell my own mother.

All right.

You wanna know about Operation Crepe Suzette?

- I'll tell you about Operation Crepe Suzette. - I'd rather you didn't.

- You're gonna hear about it anyway. - I don't want you to break--

The hell with security! I wanna get this straight once and for all.

You want honesty, you're going to get honesty and I could get shot for it.

I'm gonna give you every little detail

of the biggest military operation

since Battle of the Marne.

Now, last weekend, after I left you,

I reported to intelligence for a top-secret briefing and it was big.

I mean, really big. Everybody was there.

D'Esperey, Hirschauer, Joffre, all of them.

And the English brass, too.

Rawlinson, even Haig.

The Germans were building a secret weapon so big,

so devastating, that it might have ended the war tomorrow.

Every available squadron was ordered into the air

and I was to lead the attack.

The plan was to mass over Starnberg.

He lied to you. He didn't fly last weekend.

There was no encounter with von Richthofen.

It was the most concentrated bombing effort

of the war to this day.

And the code name for the whole operation was Crepe Suzette.

And you led the attack?

Yes.

Mmm-hmm!

Lili.

Lili!

What the hell did I do, Lili?

This is ridiculous.

At least tell me what I did wrong.

Lili!

Lili.

Where are you going?

I fly at dawn.

Lili!

Oh, merde!

Lili!

Lili, now, stop it!

I am going back to Paris.

You were gonna take my car and leave me here?

Damn right!

- Choke it. - I'd be delighted.

♪ Smile away ♪

♪ Each rainy day ♪

♪ And laugh away ♪

♪ Your blues ♪

♪ Let love light the sky up ♪

♪ Tell the clouds to dry up ♪

♪ And smile away each rainy day ♪

Swine! Egomaniac!

Lili!

Open this door!

I'm warning you, Lili, if you don't open this door

I'm gonna break it down.

Lili!

Where is she?

I think she's in her room, sir.

Damn it, woman,

we're going to settle this once and for all.

Oh, get out of here!

- Not until we settle this. - There's nothing to settle.

- The hell there isn't! - Go settle it with Suzette.

- Suzette, my foot. - Suzette, my crepe. Get out of my shower!

What are you doing?

Now, let's have it.

You bastard!

Oh, ahhh!

You gonna tell me?

Yes.

Uh, Generals Haig and-- Rawlinson?

What about generals Haig and Rawlinson?

They were having dinner with me

the night they were supposed to be briefing you.

Well, why didn't you say so in the first place? So I'm a liar.

- What would you rather I be, a traitor? - What?

You heard me, I said traitor.

The lives of hundreds, thousands of men depend upon Operation Crepe Suzette

being kept a secret.

So, what in the name of hellish vanity makes you think,

I'd compromise that in the name of your adolescent, narcissistic ego?

My ego?

Sure, I lied to you. I had to.

And you know what?

- I think you're glad you caught me lying. - Oh, rubbish.

It is? I think maybe you have to come up with excuses

- just to avoid the moment of truth. - What?

In a word, miss Smith, I think it's just possible you're a virgin.

Oh!

Bill?

Yeah?

Turn on the warm water.

Get off! Boches!

Gentlemen.

Uh, Mademoiselle Smith.

Eh, do sit down.

We have come to speak to you again about Major Larrabee.

Yes?

Since last we met,

certain new evidence has come to light.

And now we believe we know the identity of the person

to whom Major Larrabee has been passing information.

Oh.

She's a well-known entertainer.

Really?

Her name is Suzette Maldue.

Who?

Perhaps you've heard of her.

She's known as Crepe Suzette.

♪ Your good-will ambassador ♪

♪ Would like to know are you doing ok ♪

♪ Your good-will ambassador ♪

♪ Would like to feel you're enjoying your stay ♪

♪ If you're calm and placid ♪

♪ Or if you've a red hot desire to roam ♪

♪ I want to get you all to know Paree ♪

♪ For there's a fast Paree and there's a slow Paree ♪

♪ We'll do the whole big, sexy potpourri ♪

♪ 'Cause baby I'm going to make you at home ♪

♪ We'll do the whole big, sexy potpourri ♪

♪ 'Cause baby I'm going to make you at home ♪

♪ Or on the left bank ♪

♪ I'm going to make you at home ♪

♪ Or on the right bank ♪

♪ I'm going to make you ♪

♪ At home ♪

That filthy, scheming, cheating, faking,

lying, egotistic,

self-indulgent, hedonistic, son of a--

Think we can do it?

Yes, but you had better fly,

'cause I haven't been drinking.

Halt! Halt!

Wait for me!

Wait a minute!

Just a minute. Where are you going?

♪ I'll give you three guesses ♪

♪ Who loves you ♪

♪ Who's loved you ♪

♪ Right from the start ♪

♪ Not your mother ♪

♪ Who likes to baby you so ♪

♪ And not the girl back home ♪

♪ You used to know ♪

♪ Oh, no ♪

♪ There's somebody special ♪

♪ Who needs you ♪

♪ Together ♪

♪ Or apart ♪

♪ Bet you don't need three guesses ♪

♪ And not even two ♪

♪ To know that I'm the one ♪

♪ Sweetheart ♪

Are you absolutely sure?

You can see her any night at that place, all of her.

How fascinating. I'll look into it.

Yes, I thought you'd want to do that.

You can take my word for it that Operation Crepe Suzette

has never existed, except in bed.

And no doubt he's operating right now.

You sound jealous.

And how was everything at the front?

Fine.

Fine.

Hurt yourself?

No, it's nothing.

Just a flesh wound.

It's nothing serious.

Was it the Baron again?

No.

This time, believe it or not,

I happened to be up in a German plane.

"Believe it or not."

Well, well, why don't you tell me all about it?

- Lili... - Mmm-hmm?

What's up?

Up?

Funny you should mention that.

- What? - Well,

you were...

You were up. In the air, so to speak.

Sort of a pun.

A pun?

Oh, darling, I'm sorry. I'm not myself today.

I've been worried to death about you,

and then you come in limping on that thing

and you must admit that under the circumstances,

it's a bit difficult to be reasonable and calm.

You...

- You really worried about me? - Mmm-hmm.

Come on, now. Tell me all about it.

Well,

- we did run into the Baron. - Mmm-hmm.

T.C. got shot down.

No.

He's all right.

Oh, thank God.

I managed to land nearby,

but before I could find T.C., the Germans found me.

- Oh, you were behind enemy lines. - Yeah.

Oh, how frightful.

Yeah.

I had to burn my plane.

Um, that sweet little plane?

Well, I had no choice.

A lucky shot put my plane out of action.

- I had to make a run for it. - All the way to France?

No, I mean...

We did have to cover quite a bit of territory.

We?

T.C. and I.

Oh, you found him again.

- Yeah. - Ah.

And yesterday morning we stumbled on a German airfield

and we stole von Richthofen's plane.

You must be exhausted.

A little.

What?

Did you really steal von Richthofen's plane?

Yes.

In a pig's eye, you did.

Lili! Lili!

Lili, open this door!

Lili!

- Yes! - Lili?

Yes.

Unfortunately, your friend, the Major,

has borrowed the Baron's plane.

Lili!

You mean, he really did steal von Richthofen's plane?

Lili?

Bill! Bill!

No. No.

Darling, it must've been awful.

Damn it to hell, Lili.

- Oh, come on, lean on me. - No, wait, wait, wait.

- Please don't scold. - I'm not gonna scold.

- I just wanna get things straight. - But I believe you.

- No, you don't. - I do.

Oh, how do I know? You're not dependable about these things.

I promise, I swear, I'll never ever doubt you again.

- Oh, yes, you will. - I won't.

- I don't trust you. - But I believe, honestly.

Come on, let's get you off your feet. And I'm sorry.

No. No, Lili.

I can't stay.

You can't?

There's something important I've got to take care of.

- Right now? - Right now.

- This minute? - It can't wait.

Lili...

Hmm?

- Do you believe? - Well, of course, I believe it.

- But what in the world could be so important that-- - Lili.

Do you believe?

I believe.

Ok.

See you soon.

How soon?

Just as soon as I can make it.

I believe.

Bedford, get the car!

Should I follow them?

No.

Take this and put it under her mattress.

That's our codebook.

Well, when they've been arrested we'll change the code, now move!

Capitaine Duvalle.

Captain Duvalle, this is Lili Smith.

Ah, Mademoiselle Smith.

You know how I've resisted your allegations concerning Major Larrabee.

Well, there is something I now feel I must tell you.

Major Larrabee has said several things

which make it absolutely clear

that he is indeed passing important military information

to this, uh, this, uh, Suzette.

- Major Larrabee? - Yes?

- Suzete Maldue? - Oui.

I am Captain Duvalle of army intelligence.

I must regret to inform you, and you, Miss Maldue,

that you are both under arrest.

- Under arrest? - What for?

High treason.

What in the hell are you talking about?

Please, Major.

"According to Captain Duvalle of French army intelligence,

"a search of Miss Maldue's lodgings

turned up vital and damaging evidence."

You realize what this means, Lili?

You can change the code.

It's been changed already.

It's not so easy to replace Major Larrabee.

- Would it have been easier to replace me? - Hmm.

Captain Duvalle was suspicious of Suzette,

but, sooner or later, he was bound to discover the truth,

unless he had positive evidence against her.

I decided to protect myself

by providing him with that evidence.

And eliminate a rival.

Oh, don't be an ass.

That's the second time you've called me that.

Oh, really?

The first time was when I suggested that

you might be becoming emotionally involved.

Yes, I remember.

And the second time was when I suggested

that you might be becoming emotionally involved.

Lili, surely you must've known that by implicating Suzette,

you could not help but implicate the major.

Do you really love him so much?

Uh, here we are. Try to look reasonably happy.

After all, it isn't every day that a German spy

is awarded the French Legion of Honor.

Of course, I had an affair with Major Larrabee.

But, he only took me out to tell me it was finished

and that he was in love with Lili Smith.

We would like to believe you, but--

Until such time as the court-martial is convened,

you are under military arrest.

And you will be confined to your quarters.

Dismissed.

Well, my dear, don't worry.

Have a good journey. Enjoy your rest.

I'll probably pay you a visit sometime next month

to discuss the future.

Goodbye, Kurt.

Auf Wiedersehen.

Come in, and close the door, hmm?

I have an important message for you,

from your friend, the Kaiser.

I gather I'm no longer in His Majesty's good graces.

How did you guess?

Because you would naturally choose

to deliver such a message yourself

and it's the first time I've ever seen you look happy.

I recall once when I was in Africa,

watching a jackal devouring a kill,

it had a similar look on its face.

I'm under orders to take you back to Germany

to face a court-martial.

But don't think for a moment

that I wouldn't be just as pleased

to turn in a report that you refused to go, hmm?

And were shot trying to escape.

Shot by you, General, or by your hatchet man, Kraus?

By the way, where is Kraus?

Taking care of some last-minute business.

Tea, Miss Lili?

Uh, yes.

And we'd better start packing.

Have you seen the evening paper?

No.

Don't let her see this.

If she asks, make an excuse.

But after all she's been through.

She's been through too much.

If she sees this, there's no telling what'll happen.

But she loves him and she's miserable.

And it's too late to do anything about it.

We're only one step ahead of a firing squad, as it is.

Now don't you start getting sentimental and muck things up.

Would it make any difference if he loved you?

According to the evening paper,

Suzette Maldue claimed she knew nothing about the codebook

and that Major Larrabee only took her out that afternoon

to tell her he was in love with another woman.

According to the evening paper.

Where is it?

Bedford didn't want you to see it.

He was afraid you might do something foolish.

Oh.

No.

That should be Kraus.

Hello?

That wasn't the Colonel.

What should we do?

Pack.

Yes?

I followed her to the French intelligence headquarters.

Eliminate her.

The moment she sets foot outside of that building,

get her.

Schnell.

I have a taxi.

No, we'll take my car.

Hey!

Hey, what are you trying to do?

Follow that car.

I am a German spy.

Do you understand what I'm saying?

Yes.

Yes, I understand what you are saying.

I also understand

why you are saying it.

Major Larrabee is innocent.

I was the one who had the codebook planted

under w-w-what's-her-name's mattress.

I have come to make a full confession.

Mademoiselle Smith, it's a wonderful, romantic gesture.

And as a Frenchman,

I appreciate everything that you are trying to do, but...

Yes, what is it?

How does she know that the codebook was under the mattress?

How do I know how she knew

that the codebook was under the mattress?

You must forgive him.

How did you know that the codebook was under the mattress?

Gentlemen. Lili, let's go.

- Oh. - Let's run.

It's no good, Kurt. I told them, I confessed.

I didn't implicate you or any of the others, but they know about me.

You're bleeding, you should see a doctor.

Bedford, drive to Dr. Rene's house.

- We are not going to Dr. Rene's house. But you must get this seen to.

- We are going to the railway station. - Railway station?

- And then we're going to Switzerland. - Switzerland?

Oh, Kurt, you can go to Switzerland, but I can't go.

I told them, they know about me.

I wasn't joking. I told them.

- I'm sure you did. - What if you're seen with me?

- May I please say something? - What?

For someone who's always been the personification

of quick-wittedness and indefectible judgment,

you're suddenly making decisions

- with all the cunning of a headless chicken. - What do you mean?

Look, you confessed in order to save Major Larrabee.

Yes.

Because he is innocent.

- Yes. - Is he?

Oh, don't be an ass.

- He didn't tell that woman a thing. - Which woman?

Suzette. She's not a spy.

- But he told you. - Well, of course he did.

- And you are a spy. - And Suzette, who is not,

has a very good chance of proving that she is not.

Thereby exonerating the Major. Because without the real spy,

the government has no case.

But now, my dear, they have.

Oh, oh, my God.

And so you have no alternative.

If you stay and are convicted

the Major will undoubtedly face a court-martial,

but if you can escape to Switzerland and remain there incommunicado

until the appropriate time, you might just save us all.

How could I have been such an idiot?

Here.

I'm gonna cover you up with this.

Try to sit quietly, and don't move around too much.

Yes, nurse.

Don't be patronizing.

Put your feet up.

The best thing for us will be to hide at the farm for a few days

before we try Switzerland.

What about the Colonel and Miss Lili?

If there's no trouble, they'll be across the border by morning.

Don't be unhappy, darling,

because there's a good possibility

the fighting will be over before too very long

and then,

if he really loves you, he'll find you, wherever you are.

He'd be better off if he didn't.

I always seem to mess things up.

I tried to put it all right, and it all went wrong.

I wanted so to justify your confidence in me.

I've always admired you and loved you

and respected you, and what happens?

He gets court-martialed, and you get shot,

and here I am on this wretched train going to Switzerland.

Well, we have one consolation:

Things can't get much worse.

You think it's funny?

Lili Smith tells you she's a German spy

and you don't think it's funny?

Well, I admit that at first,

it did seem somewhat implausible.

Implausible?

Well, at first I thought it nothing more

than an attempt to exonerate you.

But she was in possession of certain facts.

Gentlemen,

Lili's an actress.

- Yes. - Of course, I considered that,

but when she was kidnapped...

Kidnapped?

Yes, it seemed--

Did you say "kidnapped"?

Yes, we were bringing her to see you, to confront you with the evidence--

Who kidnapped her?

- We've no idea. - I must insist--

- Shut up! - A man jumped out of a car.

There were some shots and poof.

- What do you mean, "poof"? - She was gone.

With Captain Duvalle's best suit.

- What did you do about it? - Well, we came to see you.

We thought you might shed some light on the matter.

This is the bathroom.

Yep.

Major?

I'm here to see Major Larrobee.

Parle nothing. Major Larrobee.

You-- you-- I am silence!

Let's go, T.C.

Just a minute.

- Vous parle Francais? - Now, do you speak English?

You don't speak English.

What's the matter with you?

"Soo"? What's "soo"?

"Drunt"? Ah, don't worry.

Let's go T.C.

Ah, there you are.

Just a minute, mon garcon.

Au revoir.

Why don't you shoot?

He can't.

He doesn't have the necessary authority.

Well, he was doing pretty well earlier this evening.

Herr Kraus is not trying to kill me.

He has orders only to eliminate you,

but he cannot do that now.

Why not?

Because he knows that if he shoots you,

he will most certainly have to kill me.

Oh.

Don't underestimate me, Colonel.

I don't think I do.

Killing me without proper orders would lead to a firing squad

or at the very least, a general court-martial.

Shortly before we reach Switzerland,

I shall stop this train, and we shall get off.

Then it is only a few hundred yards from the German border.

Make yourself comfortable, my dear.

Try to relax.

We have several hours to go, yet.

Unless I am provoked.

Oh, of course.

But why are we going to her house?

Because if she's a spy, there is a very good chance

that the butler and the maid are in league with her.

But why are we taking this road?

Don't be an idiot.

We must take them by surprise,

so we must enter by the back way.

Hello?

Anybody here?

- Hello? - Hello?

Hey!

I can't take you anyplace.

He forced me to order von Richthofen's squadron

to attack the train at dawn

before it reaches the Swiss border.

Then he wrecked the transmitter.

Look.

♪ Often I think ♪

♪ This sad old world ♪

♪ Is whistling in the dark ♪

♪ Just like a child ♪

♪ Who, late from school ♪

♪ Walks bravely home ♪

♪ Through the park ♪

♪ To keep their spirits soaring ♪

♪ And keep the night at bay ♪

♪ Neither quite knowing ♪

♪ Which way they are going ♪

♪ They sing the shadows away ♪

♪ Often I think ♪

♪ My poor old heart ♪

♪ Has given up ♪

♪ For good ♪

♪ And then I see ♪

♪ A brand new face ♪

♪ I glimpse some new neighborhood ♪

♪ So walk me back home ♪

♪ My darling ♪

♪ Tell me dreams really come true ♪

♪ Whistling ♪

♪ Whistling ♪

♪ Here in the dark ♪

♪ With you ♪

♪ So walk me back home ♪

♪ My darling ♪

♪ Tell me dreams really come true ♪

♪ Whistling ♪

♪ Whistling ♪

♪ Here in the dark ♪

♪ With you ♪

♪ It's a long way to Tipperary ♪

♪ It's a long way to go ♪

♪ It's a long way to Tipperary ♪

♪ To the sweetest girl I know ♪

♪ Goodbye, Piccadilly ♪

♪ Farewell, Leicester Square ♪

♪ It's a long, long way to Tipperary ♪

♪ But my heart's right there ♪

♪ It's a long way to Tipperary ♪

♪ It's a long way to go ♪

♪ it's a long to Tipperary

♪ To the sweetest girl I know ♪

♪ Goodbye, Piccadilly ♪

♪ Farewell, Leicester Square ♪

♪ It's a long, long way to Tipperary ♪

♪ But my heart's right there ♪

♪ Darling Lili ♪

♪ Put a light in the window ♪

♪ And keep wearing ♪

♪ That bonnie smile ♪

♪ On those cold railway benches ♪

♪ Or in the trenches ♪

♪ Warm up our hearts ♪

♪ Awhile ♪

♪ Darling Lili ♪

♪ Blow a kiss to us, dearie ♪

♪ As we travel ♪

♪ Each weary mile ♪

♪ Not for mother ♪

♪ Or each other ♪

♪ Are we off to ♪

♪ End this war ♪

♪ You're the darling ♪

♪ We'll be winning ♪

♪ It for ♪

♪ Smile away each rainy day ♪

♪ And laugh away your blues ♪

♪ Be like old Mr. Noah ♪

♪ When it starts to pour ♪

♪ Make fun of trouble ♪

♪ Although you're seein' double ♪

♪ Keep in mind they're silver-lined ♪

♪ Those gloomy clouds of gray ♪

♪ Let love light the sky up ♪

♪ Tell the clouds to dry up ♪

♪ And smile away each rainy day ♪