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In this downbeat drama based on a novel by John Steinbeck (which was also adapted for the stage), German troops invade Norway during WWII, and Nazi forces occupy a small town. Col. Lanser (Cedric Hardwicke), the officer in charge of the occupation, believes that reason and the illusion of cooperation will achieve more than open hostility against the townspeople, and he tries to persuade the city fathers to work with him. However, an anti-Nazi resistance force soon springs into action, and they begin sabotaging German installations and materiel and assassinating Axis officers. Mayor Orden (Henry Travers) gently but stubbornly refuses to assist Lanser in any way, as he tacitly aids the resistance movement. Eventually, Lanser is forced to respond to the continuing anti-Nazi actions with a series of arrests and executions, but the Norwegians bravely remain steadfast against the enemies to the end. One of the children in the village is played by Natalie Wood, who was a mere five years old at the time (it was her second film, following a small role in Happy Land).