It's two years after the Nazi's invasion of Norway, and in a small fishing village that is headquarters to one hundred fifty German soldiers, the eight hundred locals are stewing, waiting for a supply of arms so they can revolt. Leaders include Karen Stensgard (Ann Sheridan), whose father, Dr. Martin Stensgard (Walter Huston), is not all that sure that an open revolt will accomplish much, and whose brother has previously proven to be disloyal to Norway, and Gunnar Brogge (Errol Flynn), a fisherman who was planning to sail to England to fight, but changed his mind on hearing of English arms being delivered. Although the Nazi's cruelty is evident, the townspeople bide their time, until one incident causes the stewpot to boil over.