Of all the members of the Friends cast, Matt LeBlanc is the most consistent in his ability to choose bad films. All the Queen's Men is the uber-choice for LeBlanc (Charlie's Angels, Lost in Space), a 'comedy' about cross-dressing and World War II. As hard as it is for anybody not above the age of 15 (or drunk in college), comedies about cross-dressing are just not funny. Apparently, director Stefan Ruzowitzky (Anatomy, The Inheritors) realized this partway through the movie. All The Queen's Men is two movies, a really bad cross-dressing comedy, and a sub-par War espionage movie. The shift happens approximately midway, and the tone is different enough that it feels like two different movies. Again the focus is the Enigma machine, the German super-typewriter used to encrypt messages. In a quick prologue, Steven O'Rourke (LeBlanc), an OSS operative, tries to cross back into British territory with a captured Enigma, only to be foiled by British incompetence. This sequence is probably one of the funnier moments of the film. It's only downhill from there.

O'Rourke lands in prison, only to be given a chance to redeem himself. He is to go with a team of soldiers behind German lines, infiltrate the factory that produces Enigmas, and steal one. The catch is that since all the German men are fighting in the War, all workers in the factory are women. So O'Rourke and his fellow soldiers must dress up and act like women to stay hidden. They enlist Tony Parker (Eddie Izzard, The Cat's Meow, Shadow of the Vampire), a disgraced bisexual ex-British officer to help them learn how to be women. What follows is the typical montage of dumb image of them wearing heels, bra, shaving their legs, and looking spectacularly ugly in makeup and wigs. The other members of the crew are cryptographer Johnno (David Birkin, Les Miserables, Impromptu) and old bureaucrat Archie (James Cosmo, To End All Wars, Honest). Of course this is a crew that looks destined for failure. The only woman in the cast is Romy (Nicolette Krebitz, Jeans, The Tunnel), a German working for the Allies, who, by movie law, is required to fall in love with O'Rourke at some point.

Digby Wolfe, June Roberts (Mermaids), and Joseph Manduke (Rocket's Red Glare) have story credit and David Schneider has the dubious honor of being the screenwriter. There are four people, and they still manage only to craft characters broadly, using dull stereotypes and old jokes. Given the second half of the movie, it looks like even they became bored with their concept. They instead focus on the action qualities of the movie, turning into a more cloak and dagger type film, albeit with most of the people running around in dresses. The character quirk that each person has becomes some sort of advantage in a tense situation, leaving everybody for the better. This is enough to make the worst parts of the first half a little more palatable, but not by much.