René is lying on the table in the backroom with Yvette massaging him, since he is sore from being hoisted in the air by the aerial. After he has given the audience the usual recapitulation of events, Yvette leaves the room and fetches Elaine, a woman who is very good at massaging and stretching muscles, from the café. She joins René in the backroom and starts bending his limbs, in order to relieve him of his pain. Finally, she bends his legs over his head (thus folding him in half), just as Yvette enters the room in the company of lieutenant Gruber.
Helga brings two British parachutes to Herr Flick, at his request. She asks him when he will put his plan into operation and he answers that he and Von Smallhausen will do it as soon as Von Smallhausen has perfected his disguise. He calls Von Smallhausen out from behind his dressing curtain - dressed as a British airmen, however with a big cricket bat in his hand, which he thinks will make him look more British. Herr Flick tells him to lose the bat. Helga asks if the French will not be suspicious, if they do not speak English. Herr Flick then points out, that very few French speak English and secondly, they have taken a language course. When he asks Von Smallhausen to demonstrate this, he repeats the words they learned on the course, which is just repeating "fa, fa, fa, fa, fa" over and over again.
In the café, Gruber tells René of his meeting with his brother's ghost and that the spirit forgave him for having shot him. He also warns René of the Gestapo's plan to disguise themselves as British airmen, in order to be captured and find the resistance headquarters. When René asks him when this will take place, he only says, that he will inform him when he knows more and, because of its being difficult to speak in the presence of the colonel, will give him a secret sign (by blinking his eye). When he has gone, Michelle emerges from behind a curtain, almost giving René a heartattack. She has heard every word and she says now they do not dare rescue any British airmen in case they might be the Gestapo in disguise. René agrees and thinks she should dismantle the whole resistance. However, she says she will think of a plan and leaves the café, warning René not to be an obstacle and that due to his clumsiness, the aerial now does not work. Edith tries to comfort him by reminding him of the little hotel on the coast where they used to go before the war.
When René feels better, officer Crabtree enters the café, being rather angry with him ("I have a boon to peck with you!") because the message was not sent the night before and the submarine did not arrive to pick up the British airmen. Thus, the two of them have been standing in water up to their necks for the past 24 hours. As he leaves, madame Fanny and Monsieur LeClerc enters, coming back from a walk. After LeClerc has read their engagement announcement in the newspaper, Fanny informs Edith of their plans for the wedding: René will be best man, Yvette and Mimi will be bridesmaids and Edith will be the matron of honour. As Fanny and Ernest go upstairs, Edith asks who will give her away but this matter is not resolved, since there is no one left to do it.
At the German headquarters, general Von Klinkerhoffen is vary glad that the Gestapo's plan has been revealed. He tells Helga, colonel Von Strohm and captain Bertorelli that, in order for the credit for discovering the resistance headquarters not to go to the Gestapo, they will adpot their plan and put it into operation first. The colonel points out that their faces are familiar and that they will not be able to pass themselves off as British airmen. However, captain Bertorelli points out, that the faces of his men are not known and thus, the task of jumping out of a captured British aeroplane while the Germans are firing blanks at them, goes to Bertorelli's men. In order for the Germans not to lose them when the resistance have picked them up, they will be outfitted with aniseed balls, which they will drop every ten meters. Then, the Germans will have tracker dogs that will be able to find them that way.
In the evening, when Edith has finished singing in the café, she, René and Yvette meet Michelle in the backroom. She informs them of her new plan, that when the resistance have picked up the Gestapo, disguised as British airmen, Crabtree will take them to and old, unused castle, where the café gang, disguised beyond recognition, will lock them up in the cellar and then disappear. To help them with their disguises, one of her girls, who was once a make up assistant to Boris Karloff, will put masks on them. The next moment, there is a knock on the door. Michelle hides and Gruber pokes in his head, blinking his eye and leaving. Thus they know, that the plan will be carried out that same night.
At the German headquarters, four of Bertorelli's men are equipped with British uniforms (complete with false moustaches and smoke pipes) and aniseed balls. They also show that they can speak English, by saying "fa, fa, fa, fa, fa" repeatedly.
Michelle and Henriette are waiting for the false airmen (Herrs Flick and Von Smallhausen) to land and are joined by Crabtree, disguised as a resistance girl with a mackintosh and huge false ears. In one of the aeroplanes, the two of them get ready to jump and soon do so, with Herr Flick pushing Herr Von Smallhausen out of the plane. Meanwhile, general Von Klinkerhoffen, colonel Von Strohm and Helga are waiting on the ground and are soon joined by lieutenant Gruber, who has the tracker dogs with him. In another aeroplane, captain Bertorelli and his four men are also preparing themselves to jump. His men are reluctant, since it is a long way down, but he "drops" them by opening a trap door in the floor.
When the first two parachute jumpers have landed, they are contacted by Crabtree, who urges them to follow him. Meanwhile, the Germans have seen the Italians land and the general orders the "bloodhounds" to be released. However, it turns out that they are all at the dog show and that Gruber has only managed to commandeer some poodles from the ladies of the town. Helga brings them along to the woods, in order for them to pick up the scent of the aniseed balls.
Crabtree brings Herrs Flick and Von Smallhausen to the old chateau and rings the doorbell, after which he leaves. The door is opened by Mimi, disguised as a small, bald butler. She brings them inside where they meet Edith (disguised as an old green witch), Yvette (disguised as Elsa Lanchester's Bride of Frankenstein) and René (disguised as the Hunchback of Notre Dame; apparently "the baron" who is mad, since he is held in chains). Edith says the will hide them in the dungeon, where no one will ever find them. When Ernest enters the room, dressed as a valet, announcing that dinner is served and appearing to have four arms, Herrs Flick and Von Smallhausen flee from the castle.