The film pivots around the local Norwegian doctor and his family. The doctor's wife (Ruth Gordon) wants to hold on to the pretence of gracious living and ignore their German occupiers. The doctor, Martin Stensgard (Walter Huston), would also prefer to stay neutral, but is torn. His brother-in-law, the wealthy owner of the local fish cannery, collaborates with the Nazis. The doctor's daughter, Karen (Ann Sheridan), is involved with the resistance and with its leader Gunnar Brogge (Errol Flynn). The doctor's son has just returned to town, having been sent down from the university, and is soon influenced by his Nazi-sympathizer uncle. Captain Koenig (Helmut Dantine), the young German commandant of the occupying garrison, whose fanatic determination to do everything by the book and spoutings about the invincibility of the Reich hides a growing fear of a local uprising.
Errol Flynn
as Gunnar Brogge
Ann Sheridan
as Karen Stensgard
Walter Huston
as Dr. Martin Stensgard
Helmut Dantine
as Captain Koenig
Ruth Gordon
as Anna Stensgard
Judith Anderson
as Gerd Bjarnesen
Roman Bohnen
as Lars Malken
Monte Blue
as Jens Petersen
Virginia Christine
as Hulda (Stensgard maid)
Morris Carnovsky
as Sixtus Andresen
Charles Dingle
as Kaspar Torgerson
Richard Fraser
as Pastor Aalesen
