"( theme song playing )" "WOMAN:" "* Play it how I may" "* I was made that way" "* Can't help it" "* Men cluster to me" "* Like moths around a flame" "* And if their wings burn" "* I know I'm not to blame" "* Falling in love again" "* Never wanted to" "* What am I to do" "* Can't help it" "* Can't help it. *" "( song ends )" "I'm so glad you could come." "Fine, now what's the message from the underground?" "Let me get out of here." "You hated my act." "No, I didn't hate it, but this place looks like they're holding a Gestapo convention." "All the other men are crazy about my act." "Lily, I wouldn't risk my life to see Gypsy Rose Lee." "Where's she playing?" "At her burlesque house in New Jersey." "If that's the kind of girls you want to see, then why don't you go down the street to the Can-Can Club." "Lily... haven't you forgotten something?" "What?" "A message from the underground." "( whispering ):" "Please sit down." "The Gestapo is going to get a list with the names of all of our underground people-- including you and your men." "How are they going to do it?" "It is to be delivered to Major Hochstetter by a traitor in the underground." "He's a double agent." "When?" "I do not know;" "I am to receive more information later." "You, uh..." "better go now." "What, and miss your next show?" "You do not have to stay for me, Colonel." "Lily, I lied to you." "You did?" "I would risk my life for Gypsy Rose Lee." "Would you, um..." "like me to sing something special for you?" "Yeah, but I am afraid I won't be able to stay." "( sighs )" "Colonel Klink." "He has been making a play for me every night." "You're kidding." "He has the finesse of an octopus." "With a monocle." "Yeah, well, good luck." "I'll see you later." "( sighs )" "Guess who." "Count Dracula." "Colonel Klink." "Well, I was close." "Hey, anybody talk to Colonel Hogan when he came back last night?" "No, he came back awfully late." "If you had a rendezvous with Lily Frankel, would you come back early?" "I wouldn't come back at all." "Once I'd like to meet a woman in the underground who looks like Lily Frankel." "The last underground woman I met looked liked she could play tackle for the Chicago Bears." "Who was that?" "Aw, that agent from Holland." "She did play tackle for the Chicago Bears." "That was Dutch Croneburg." "Oh." "Well, I guess I may as well take her name out of my little black book." "Hi, fellas." "Hi." "Good morning, Colonel." "How was it last night?" "Just another death- defying adventure." "What did Lily Frankel have to tell you, Colonel?" "I'm afraid I got bad news for you." "She's married." "No, not that bad." "Just the Gestapo's about to wipe out our whole operation." "You're kidding!" "How'd they find out?" "They haven't yet, but a double agent's going to deliver a list of all the underground people to Major Hochstetter." "And our names are at the top of the list." "What are we going to do?" "I suggest we plan a mass escape." "Right." "What, and leave all this?" "Colonel Hogan?" "Schultz, haven't you ever learned to knock?" "I'm sorry, but I have very bad news for you, boys." "That's all right, Schultz, been a day of bad news." "What is it, Schultz?" "All you boys have to leave." "We know that, what else is new?" "Carter." "What do you mean, Schultz?" "The prisoners of Barracks Two have to double up with the prisoners of Barracks Five." "Hey, hold on, Schultz." "Those are my orders." "They bringing in new prisoners, Schultz?" "No, but the Gestapo is rounding up all the underground agents." "We are not going to give up our barracks for civilians." "Yeah, he's right." "Put those draft dodgers someplace else." "I'm going to have a word with Klink." "( chuckles )" "You have to wait until he wakes up." "He's still asleep at 11:00?" "When you dance the night away with Lily Frankel, you need all the rest you can get." "I don't have to answer to you, Hogan." "Dismissed." "If you weren't the playboy of the Western world, the Gestapo wouldn't be pushing you around." "Look, Hogan, I just got a call from General Burkhalter." "Already I'm in hot water." "Why don't you put your feet in it?" "You must be pretty tired from all that dancing." "Oh, please, Hogan, don't make jokes with me." "I've got General Burkhalter on one side," "Major Hochstetter on the other side and I'm right in the middle." "Doing the Peabody with Lily Frankel." "Klink, have you ordered the prisoners out of Barracks Two?" "We were just discussing that, Major." "What are you doing discussing Gestapo orders with a prisoner?" "I was not discussing it with Colonel Hogan at all." "Actually, the conversation had just gotten around to Colonel Klink's dancing." "Do you do the Peabody, Major?" "The Peabody?" "Dismissed, Hogan." "Get him to tell you about Lily Frankel." "What about Lily Frankel?" "You mean you haven't told Major Hochstetter?" "Hogan, dismissed!" "Please." "Hogan, where are you going?" "I've been dismissed." "By him, not me." "Believe me, Major, there is nothing to tell." "I have spent a couple of evenings with the lovely, charming and talented Lily Frankel." "Who happens to be in love with Colonel Klink." "Hogan, you're going too far." "Let's just say that she has a mad crush on me." "She does?" "Which is strange because the rumor is she goes for Gestapo men." "She does, huh?" "Yeah-- every year she sends Himmler a valentine." "She does..." "Hogan, please." "Klink, you and I have an engagement tonight with the lovely, charming and talented Lily Frankel." "See you at 7:00, ja?" "At 7:00." "Heil Lily!" "Uh..." "Hitler." "Hogan, why do you hate me?" "Hate you, Colonel?" "It's not enough that I'm caught in the middle between Burkhalter and Hochstetter, but now you're destroying my personal life." "Ah, I wouldn't worry about it." "Hogan, you don't understand." "The lovely, charming and talented Lily Frankel and I are on the verge of a... a relationship." "Hochstetter's no match for you when it comes to romance." "You know, you're right." "I keep forgetting how attractive I am to women." "Yeah." "HOGAN:" "Okay..." "Kinch-- you, Carter and Newkirk will use the tunnel under Barracks Five for your escape." "Got you." "LeBeau, you and I will go out through the tunnel under Barracks Nine." "NEWKIRK:" "There you are, sir." "We got enough dynamite here to blow up the ruddy camp." "Yeah, and I know just where to place the stuff." "Don't tempt me." "I would love to put one stick of dynamite under Klink's quarters." "He's not there-- he and Hochstetter are in town dancing their feet off with Lily Frankel." "We'd better work fast before they get back." "You're right." "All right, Newkirk, you and Kinch start wiring the dynamite," "Carter starts the timers, LeBeau, watch the window." "LeBEAU:" "Right!" "Here you go." "Schultz is coming!" "All right, put it all away." "The fuses." "What are you doing?" "It's the last place anyone would look for dynamite." "Hi, Schultz." "If you're making a bed check, we're all here." "I just wanted to be sociable." "Just because you're a social democrat, you don't have to be social." "Very funny." "Cigar, Colonel Hogan?" "Oh, congratulations, Schultz." "I didn't know your wife was expecting." "Expecting?" "I borrowed them from Commandant Klink's office." "He and Major Hochstetter are in town dancing." "They could get arrested for that, even in Germany." "Not with each other." "With Fräulein Lily Frankel." "Who's minding the store?" "The SS troopers." "SS troopers?" "Yeah." "They're taking over from our guards." "See for yourself." "He's right-- SS men on the gate." "KINCH:" "They're also up in the guard tower." "NEWKIRK:" "Yeah, and they're standing guard outside the fence near Barrack Five." "And they're having a meeting at Barracks Nine." "Schultz, Klink can't let the Gestapo take over this camp." "SCHULTZ:" "There's nothing he can do about it." "Well, I'm going to go see the general..." "Schultz!" "What's the matter?" "I wanted to throw the match into the stove." "That's the one place you can't put it." "But it's freezing cold in here!" "We've got to keep it cool in here." "LeBeau's making icebox cookies." "Icebox cookies?" "Are they good?" "They're dynamite." "Dynamite." "Yeah." "Come back in an hour, we'll have coffee and cookies, huh?" "I'm going to have icebox cookies." "Yeah, thanks for the cigar, Schultz." "Well, we can forget about going out through the tunnels." "What's wrong with trying to overpower the SS guards at the fence?" "I don't know about you, but their cannons and machine guns always take the fun out of it for me." "It was such a good plan." "It's all Klink's fault." "If he wasn't in town dancing every night, the Gestapo couldn't take over." "Ain't it marvelous?" "Every officer in Germany wants to be Erich von Stroheim and we wind up with Fred Astaire." "Colonel Hogan." "Is Lester Lightfoot in?" "Yeah." "Is he in a good mood?" "( Klink singing )" "Does that answer your question?" "He must have had a big night on the dance floor." "I think he's having taps put on his boots." "( Klink continues singing )" "( knocking )" "Come in, come in." "( humming )" "Got a minute, Colonel?" "For you, Hogan, anytime." "You certainly seem on top of the world this morning." "Oh, yes, and I owe it all to you." "Me, sir?" "Oh, if it weren't for you," "Major Hochstetter would never have gone with me to see Lily Frankel." "I take it he wasn't any competition." "Competition?" "She couldn't keep her hands off me." "It's nice to know you haven't lost the old magic, sir." "Oh, you should have been there." "I danced every dance with her, while Major Hochstetter was sitting there with sauerbraten on his face." "Well, you could have asked Lily to dance with him at least once." "Hogan, you don't understand." "The man can't dance." "You're kidding." "Confidentially, I've never seen a Gestapo man that could." "Oh, they're great goose-steppers, but nothing on the dance floor." "Yeah." "Uh, how's Hochstetter taking all this?" "He is consumed with jealousy." "Is that why he took over your camp with his guards?" "Only temporarily." "Hogan, have a cigar." "Oh, thank you, sir." "I suppose you have another date with her tonight, huh?" "Would, uh..." "Fred miss a night with Ginger, huh?" "You know, sometimes it's smart not to see them every night." "It keeps them guessing." "Other men can play that game;" "I can't." "Why not?" "The last time I missed a date with a woman, it took two policemen and a priest to talk her out of jumping." "( dog whimpering softly )" "( truck passing nearby )" "I thought I heard a dog truck coming." "You did-- here it comes now." "You sure you don't want me to come with you, Colonel?" "It's better if only one of us goes." "( dog barks )" "( dogs barking )" "( whimpering )" "Go on, Heidi." "Heidi, please go, go." "That a girl." "Keep a bone burning in the window for me." "( humming )" "( knock on door )" "You took a chance, Colonel Hogan." "The place is swarming with Gestapo and SS men." "I know, but we've got to have more information about this double agent." "He is coming here tomorrow night to meet Hochstetter." "Does he know him?" "No, he's expecting me to point him out." "All right, we've got to act fast, Lily." "Call Hochstetter; tell him you want to go dancing with him tomorrow night." "But he cannot dance." "I know that." "For you, he'll learn." "How is that going to help?" "While he's taking six lessons from Madame LaGrange for his date with you, I'll be meeting the agent." "What about Klink?" "Break the date." "Tell him you've got to be with Hochstetter." "I do not know what's worse, an evening with a man learning to dance or one with a man who will never learn to dance." "Klink is not dazzling you with his footwork?" "Just pray that Germany falls before my arches." "Lily, I promise you, this is your last dangerous assignment." "From now on, simple things, like blowing up bridges, derailing trains." "I'm not complaining." "It's just that I prefer dancing with someone I'm attracted to." "Anyone I know?" "Yes." "He's someone very close to you." "What's this?" "What's what?" "A blonde hair." "Oh, it must be from Heidi." "You go from one girl to the next." "Oh, you'd like Heidi." "I'm sure I would." "Oh, yes, she's got big, beautiful brown eyes, cute little nose, great legs, all four of them." "I am not interested..." "All four of them?" "Mm-hmm..." "and she likes bones." "Get out of here." "Good luck." "May I speak with Major Hochstetter, please, at Gestapo headquarters?" "HOGAN:" "Colonel Klink, may I see you a minute, please?" "Hogan, we are on an inspection tour." "Well, it'll just take a second, Major." "May we borrow your phonograph, sir?" "Why would you want to borrow my phonograph?" "Klink, how can you discuss this nonsense when we have important work to do?" "Madame LaGrange is giving dance lessons in the barracks." "She needs some music." "Madame LaGrange?" "You have a lady in your barracks?" "Actually, LeBeau was Madame LaGrange before the war." "Had a string of dance schools across France." "Really?" "You know, walk in, dance out." "Of course you can have my phonograph." "Always happy to have others share the joy of dancing." "It's a pity you haven't mastered the art, Major." "After you, Colonel." "Arrest Corporal LeBeau in Barracks Two for interrogation and bring him to the cooler immediately." "They come for LeBeau?" "He's sitting in the cooler right now." "Good." "The Gestapo just picked up the phonograph from me." "The plan's working-- beautiful." "Yep" " I got to get back to Klink." "Colonel, are you sure Hochstetter's going to get LeBeau to teach him to dance?" "Carter, I have never been as sure of anything in my life." "Well, I wish I was that confident." "You would be..." "if you saw Lily Frankel." "Gin." "Wait outside." "You're wasting your time, Major Hochstetter." "You're not going to get anything out of me." "I haven't asked you anything yet." "All you're going to get is my name, rank and serial number." "And a dancing lesson." "A dancing lesson?" "!" "And if you ever tell anyone..." "I will have you kept in this cooler for a year." "Under the Geneva Convention," "I don't have to teach you to dance." "Take your choice, eh-- waltz, fox-trot or shot as an escaping prisoner." "Fox-trot." "Wise choice." "We can't dance to this one." "Why not?" ""It's a Long Way to Tipperary"?" "It's not only the wrong tempo, it's the wrong war." "Can I see you a minute, Colonel?" "Dismissed, Hogan." "Very important, sir." "Look, I cannot be bothered with your trivialities." "Did you know that Hochstetter arrested LeBeau and is holding him prisoner?" "We're all prisoners." "You too, sir?" "I'm a prisoner of love." "Oh, how long are you in for?" "Let's not make light of it." "Lily Frankel called me and broke a date with me for Hochstetter." "Is that as important as the fact that he's interrogating one of your prisoners?" "Surely you're jesting." "What does General Burkhalter have to say about this?" "You don't think I would tell" "General Burkhalter about Lily Frankel?" "I mean about Hochstetter taking over your camp." "Hogan, I'm not going to have" "General Burkhalter involved in this." "You're right, knowing how the general hates the Gestapo, probably come here and throw Hochstetter in the cooler and ruin his evening." "Hogan, don't tell me what you think General Burkhalter will say..." "He does hate the Gestapo, doesn't he?" "That way LeBeau'd be out, and you'd be in town dancing your way into Lily's heart." "Get me General Burkhalter." "Ah, General Burkhalter, how very good to see you." "Klink, why are the SS guards around the camp?" "Well, you see, Major Hochstetter insisted..." "Major Hochstetter..." "Who gives the orders here, he or you?" "I give the orders here, sir... ( chuckles ) with minor exceptions." "Klink, I want you to replace the Gestapo guards with your own guards immediately." "Yes, sir, right away." "Schultz!" "Yes, Herr Kommandant." "See to it that all the Gestapo guards are replaced by our guards immediately." "Jawohl, Herr Kommandant." "May I say so, Herr Kommandant," "I'm glad that Major Hochstetter is not pushing you around anymore." "You may not say so." "Jawohl, Herr Kommandant." "Nice to see you again, General." "I wish I could say the same, Hogan." "I want to talk to you in your office, Klink." "Major Hochstetter still hasn't released LeBeau, sir." "Major Hochstetter has one of your prisoners?" "That's right, General." "He's got LeBeau in the cooler right now." "Who knows what kind of torture he's giving him?" "( yells in pain )" "( groaning )" "I am sorry, LeBeau, I did not mean this." "All right, all right, let's try it again." "This time you lead." "( music begins playing )" "Now, you hold this hand and you put your other hand on my hip." "Must I put my hand on your hip?" "If you think I'm going to dance cheek-to-cheek with you, you're crazy." "Ja... all right... all right." "Now, you start with your left foot." "Yes." "Left, right!" "Left, right." "Right, left." "How am I doing, LeBeau, huh?" "Not too bad." "Good." "( record player continuing )" "I can hardly wait to see the look on Klink's face when he sees me dancing with Lily." "May I cut in?" "The next dance will be yours, General." "General!" "Guard, release this man from the cooler." "Arrest Major Hochstetter." "On what charge?" "!" "Dancing with a prisoner, Major." "Ja, uh... ( clears throat )" "I think you're in trouble, Fred." "Hochstetter looked pretty good." "KLINK:" "This is to inform you that Major Wolfgang Hochstetter is under house arrest at Stalag 13." "Now, we are aware that there is nothing in the regulations that specifically covers this case, with the exception of Article 2b, section three, paragraph two, "Dancing with Another Officer."" "Klink, you've got to be more specific." "You know Berlin wants every detail in a report." "You're quite right, General Burkhalter, quite right." "Place of dancing, the cooler;" "name of song, "Melancholy Baby."" "General, do you remember who was leading?" "I think it was LeBeau." "Didn't Major Hochstetter have his hand on LeBeau's hip?" "You are right, Klink;" "LeBeau was following." "Put down, Major Hochstetter was leading... and, uh, quite badly, I might add." "Headquarters is not interested in your opinion." "Yes, sir." "Strike the last." "You may go, Fräulein Hilda." "Jawohl, Herr Kommandant." "And now, General Burkhalter, if you will excuse me." "Where are you going, Klink?" "I have a marvelous evening in town planned." "Forget it." "But General Burkhalter," "I have an engagement with a beautiful fräulein." "Which would you prefer, Klink:" "an engagement with a beautiful fräulein or a chess game with a general who can transfer you to the Russian Front?" "White for you, sir?" "* Poverty... may come to me" "* That's true... *" "* But what care I?" "* Say, I'll get by" "* As long as I" "* Have you... ( music ends )" "How did you like my number?" "I think our friend just arrived." "You hated it." "I loved it." "Do you really mean it?" "I swear on a stack of Jeanette MacDonald records." "Excuse me, fräulein, but have you seen Major Hochstetter this evening?" "Would you like a beer?" "No, thank you." "I must be leaving this place as soon as possible." "We've arranged for the Gestapo to protect you." "Good." "Good." "Auf Wiedersehen." "Wiedersehen." "Miss Frankel, would you care to dance?" "I would love to." "This may be our last dance." "I'm to leave for England in an hour." "You dance beautifully, Colonel." "Why not?" "I took six lessons from Madame LaGrange."