A few good men are sent on a secret mission as a few good women in this comic tale of wartime espionage, loosely based upon a true story. Steven O'Rourke (Matt LeBlanc) is an American intelligence agent who, during World War II, has been assigned to obtain an Enigma machine, a special encoding-and-decoding device that Axis forces have developed to transmit their most sensitive secret information. A working Enigma machine would be invaluable to the Allied cause; O'Rourke is able to obtain a machine, but Col. Aiken (Edward Fox), a British officer whose stiff upper lip sometimes overwhelms his common sense, mistakes O'Rourke for a plunderer and destroys the previous gadget, which is hidden in a typewriter. An altercation with Aiken lands O'Rourke in military prison, but he's released in time to carry out a new plan to obtain an Enigma for Allied use. A small factory has been set up in rural Germany to build the machines, which is entirely staffed by women, so O'Rourke, communications expert Johnno (David Birkin), and veteran intelligence man Archie (James Cosmo) are to infiltrate the plant disguised as women, with Tony (Eddie Izzard), an agent who moonlights as a drag performer, giving the men a crash course in looking and acting like women. All the Queen's Men also features Nicolette Krebitz as Romy, a double agent working at the Enigma plant, and Udo Kier as Lansdorf, a Nazi general.