The life of Fanny Brice, famed comedian and entertainer of the early 1900s. We see her rise to fame as a Ziegfeld girl, her subsequent career, and her personal life, particularly her relationship with Nick Arnstein.

The handsome top agent Matt dies a tragic death in his bath tub - the women mourn about the loss. However it's just faked for his latest top-secret mission: He shall find Dr. Solaris, inventor of the Helium laser beam, powerful enough to destroy a whole continent. It seems Dr. Solaris has been kidnapped by a criminal organization. The trace leads to the Cote D'Azur.

Matt Helm is called out of retirement to stop the evil Big O organization who plan to explode an atomic bomb over Alamagordo, NM, and start WW III.