In October 1942, a Nazi plane spots a Norwegian flag flying over the German-occupied fishing village of Trollness. On investigation, the Nazis discover that the entire Nazi garrison has been killed and the commander, Captain Koenig, is discovered in his office, shot through the head. The streets, which are filled with bodies, are apparently empty. The only living person found is insane and the Nazis quickly execute him. Before the deaths, the villagers quietly resisted their Nazi occupiers: The resistance movement is led by a group of people including Gerd Bjarnesen, the owner of the hotel, whose father was killed by the Nazis; Gunnar Brogge, the head of the fishermen's union; and his fiancée, Karen Stensgard, the daughter of the town's doctor, Martin. Gunnar is planning to escape to England to join the resistance there, but before he can leave, a wounded man from a nearby village brings news that the English are delivering guns to the Norwegian underground in preparation for a unified revolt against the Nazis. The following day, Karen learns that her brother Johann, a Nazi collaborator, is coming home, and she begs her father to keep him away. Later, there is a meeting in the church to decide if those sympathetic to the resistance movement will join in fighting the Germans. Pastor Aalesen is opposed to the plan, believing that murder is wrong no matter why it is done. Stensgard is also unsure about the planned action, but the villagers vote to accept the guns and attack the Germans. Karen, Gerd and Gunnar take turns waiting for the British to deliver the weapons. After they arrive, Karen warns the other resistance workers that her brother may betray them if they are not careful. While they are hiding the weapons, someone accidentally drops an English flashlight. Koenig's men find it and, suspecting that the village is up to something, Koenig confiscates all the fishing boats, hoping this will prevent the villagers from earning a living and force them to divulge their plans. Johann's uncle, Kaspar Togersen, the owner of a fish canning factory, pressures Johann to betray the plotters, and somewhat reluctantly, Johann questions the simple-minded shopkeeper, only to receive false information. The Nazis increase pressure on the townspeople, who have been asked not to take action until the British can arm the entire Norwegian coast. When Koenig tries to confiscate the home of Sixtus Andresen, the schoolteacher, Andresen resists and is beaten by the soldiers, who also burn his belongings. Although the townspeople are extremely angry, they refrain from attacking, but when Karen is raped by a German soldier, Stensgard is driven to murder. In revenge, Koenig decides to execute all the leaders of the resistance. The Germans force the group to dig their own graves, but before they can carry out the executions, the villagers finally can take no more and march on the square. Even the pastor opens fire from the church. The villagers fight through to the harbor and load the women and children on boats headed for England. They continue to battle the Germans at great cost to themselves. Finally cornered in the last remaining German stronghold, Koenig writes a note and kills himself. Even as the Nazi soldier reports that no one is left alive, another soldier is shot while lowering the Norwegian flag. Karen, Gunnar and the surviving villagers decide to stay to defend their town.