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...