Two years after the Nazi's invasion of Norway and in a small fishing village that is headquarters to 150 German soldiers, the 800 locals are stewing, waiting for a supply of arms so they can revolt. Leaders include Karen Stensgard, whose father is the town's doctor and not all that sure that an open revolt will accomplish much and whose brother has proven disloyal to Norway previously, and Gunnar Brogge, 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.