- After Klink takes outdated, developed film for a rendezvous with a female contact, Hogan sends Schultz to meet the woman.
- Hogan has acquired a photo negative strip detailing the construction of a new and complex landmine that is playing havoc with Allied advances. Efforts to pass on these photos have been hampered by a collapse in the primary access tunnel. Hogan makes arrangements for an agent, Countess Marlene, aka the Merry Widow, to invite Colonel Klink to a romantic evening in her hotel room. All goes exactly as planned when Klink unwittingly delivers the photos. However, only minutes later, at Stalag 13, Hogan is introduced to a new POW, Sgt Meadowns, who had led the team that obtained the original photos. He informs Hogan that the photos are for a prototype and attempts to disarm the mine in actual use, with that knowledge, will be fatal. Instead, he has a replica of the current mine that should be forwarded to Allied Command. Now Hogan must invent a new strategy to get the correct information to the Countess, and since air transport has been arranged for her departing at midnight, timeliness is essential.—Harry Tumilson
- At the start, Kinchloe shows Hogan photographic negatives of diagrams of new German land mines; Hogan says that they could be very destructive. He then says that they need to dig a new tunnel, as an old one has collapsed. Carter says that if the Germans find the new tunnel; he will eat his hat. Schultz is seen leading 4 other guards, 1 a corporal, in the compound; they stop when they get to the Kommandant, who is standing outside his office. He stops, walks to a certain spot, stomps his foot, and he breaks through the top of the tunnel. When he starts to get out, he finds LeBeau there, all dirty from digging the tunnel. Schultz is also dirty from having fallen into the tunnel. Klink comes up and asks what he is doing; LeBeau gives him a non-sensical response. Klink Orders the guard doubled; he tells Schultz to shoot first and ask questions later. Hogan says that he will not get any information that way. Klink then sends LeBeau to the cooler. Hogan tells Newkirk, Carter, and Kinchloe that they still need to get the film out
In the barracks, Kinch says that they will have a woman agent in town tonight to get the film; Hogan has an idea on how to get the film out, by using Klink. He tells Carter to get Schultz. Schultz comes to the barracks. Hogan asks Schultz about a card came and asks him if he wants to sit in. They sit down. Hogan tells Schultz about Countess Marlene, the 'merry widow'. Kinch mentions Schultz's reputation with barmaids. He says that she is in this area, and provides more information on the 'Countess' (actually the Underground agent that Hogan wants to get the film to). She is 'the most famous temptress in all of Europe', and men don't pick her, she picks them. Hogan makes Schultz think that Marlene is after him. Schultz leaves the barracks, smiling.
A bicyclist messenger with flowers comes through the gate. He says that the flowers are for Klink. Schultz comes to Klink as he is getting the flowers. Klink reads the note with the flowers 'From one who is tired worshipping from afar'. Schultz tells Klink about the 'Countess', basically the same things that Hogan told him about her. Klink goes inside with the flowers; Schultz says 'Why him when she could have me'.
Klink takes the flowers into his office and puts them in water in a fancy vase. Hogan comes to Klink's office and notices something going on. He has Klink put on his uniform jacket and look in the mirror; he convinces Klink to have his uniform tailored, but they can't do it because LeBeau is in the cooler. He tells Klink that LeBeau is a good tailor. Klink lets LeBeau out. Hogan walks out of the office with Klink's uniform jacket.
Later, LeBeau is sewing the film into Klink's jacket. Klink goes to the barracks and asks if his coat is done, and sees LeBeau sewing up the uniform (after he put the film in it, by a collar). LeBeau says he is almost done.
That evening, Klink goes to the Countess' room and knocks on the door. She lets him in. They sit on the sofa, where the Countess starts to get romantic immediately with Klink. She says that he is attractive and kisses him. She gets two classes of wine, and gives one to Klink. She gets close to him, and spills her wine on Klink's uniform. She gets Klink to take his jacket off so she can clean it. Her intention is to take it to a back room to pull the photographs out of it. She takes it and gives him a smoking jacket to wear.
Back at the barracks, British Sergeant Meadows, a new prisoner comes in, with one arm in a sling. His plane led a raid on the land mine factory and was shot down. Hogan talks with him about the mine. Meadows says that the microfilm was of an early experimental version of the mine, and he pulls out a model of the new mine that he had hidden in his arm sling. He says that they need to get the model of the new mine to London. Meadows tells Hogan to stop delivery of the microfilm; people will get blown up if the British use the plans in the microfilm of the early version, as the design has changed.
The Countess cuts the microfilm out of Klink's coat. She gets her coat and purse and is about to leave. Just then, Hogan calls the Countess, and tells her about the new development. There is a short discussion. She tells Hogan that the town is crawling with Gestapo. She has to get to the plane by midnight. He tells her to get rid of Klink, and gives her his plan. The countess takes Klink's uniform back to him, and ushers him out the door.
LeBeau and Newkirk put the model of the mine in a flowerpot next to some flowers. Schultz comes to the barracks and tells Hogan and the men that the Countess called him. LeBeau has flowers in a flowerpot. Hogan and LeBeau convince Schultz to take her flowers; Schultz is given the flowerpot. They do not say that the model of the new mine is hidden in the flower pot.
Schultz goes to the Countess' room with the plant, she lets him in, and they talk a little. Then Klink comes back and knocks on the door. She asks who it is; the response is Colonel Klink. She and Schulotz are surprised. She has Schultz hide behind a curtain. Klink comes in and says that he will give her another chance. He sees the plant, thinking he has one just like it. She throws Klink out; while in the hall, Klink says that it WAS his plant that he saw, so he comes back in. He sees Schultz with the Countess. Getting mad, he takes the plant and brings in back to camp. Hogan sees this, and has to come up with another plan. Hogan tells Kinch to call the countess and have her come to STALAG 13.
Hogan goes to Klink's quarters and plays chess with him; and talks with Klink about the countess. After a move, while Klink is not looking, he checks the plant to be sure that the mine is still in there. Just then, Klink gets a call stating that the Countess is at the gate. He tells the caller to let her in, and has her come to his quarters. Hogan convinces Klink to 'reject' her, because she rejected him. Hogan leaves, and meets Marlene on the way in. He tells her that Klink will be 'hard to get'. She gives a snide remark about Klink that HOgan chuckles at.
The Countess comes to Klink's quarters and sits on the sofa with Klink. She wants to take her coat off, but Klink will not take it. She turns off a light and gets romantic with Klink. Klink still tries to 'reject' her. She kisses Klink, and then Klink falls for her, ignoring Hogan's advice. The Countess wants to take the plant. She opens the window and tries to give the plant to Hogan; but Schultz comes by. Hogan moves away a bit. Schultz sees the Countess, and she says that she is waiting for him. He goes in to see her. Klink gets back with some champagne; she need to send him out of the room fast. She tells Klink to get some caviar, so Klink goes to the kitchen to get some. While he is in there, Schultz goes into the room, and the Countess has him sit on the chair, and close his eyes. She then opens the window, hands the plant to Hogan, climbs out the window, and leaves in a brown car. Klink comes back in and thinks that she is in the chair, whereas it is actually Schultz. Schultz is surprised as he hears Klink, and leaves fast before Klink sees him. Hogan and Newkirk see Schultz as he comes running out fast, looking scared.
At the end, Klink looks around his quarters for the Countess, not finding her. Hogan comes in, and asks what is going on. Klink says that she had top be taught a lesson. Hogan says that he would like to see Klink in action, and next time Klink should sell tickets. Klink asks Hogan what he is doing out of the barracks at this hour; Hogan agrees and leaves. Klink keeps looking for the Countess.
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