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.
as Gunnar Brogge
as Karen Stensgard
as Dr. Martin Stensgard
as Captain Koenig
as Anna Stensgard
as Gerd Bjarnesen
as Lars Malken
as Jens Petersen
as Hulda (Stensgard maid)
as Sixtus Andresen
as Kaspar Torgerson
as Pastor Aalesen
as Knut Osterholm
as Katja, Koenig's woman
as Johann Stensgard
as Jensen, the shoemaker
as Major Ruck
as Hammer
as Mortensen, the tailor
as German Landing Party Captain
as German Corporal Paul
as German Lieutenant (uncredited)
as Townswoman (uncredited)
as Cannery Worker (uncredited)
as Soldier (uncredited)
as Townsman (uncredited)
as Townsman (uncredited)
as Townsman (uncredited)
as Elderly Sailor (uncredited)
as German Pilot (uncredited)
as Townsman in Church (uncredited)
as Townsman (uncredited)
as Soldier (uncredited)
as German Co-Pilot (uncredited)
as Townswoman (uncredited)
as Village Patriot (uncredited)
as German Lieutenant (uncredited)
as Winston Churchcill (voice) (uncredited)
as Cannery Clerk (uncredited)
as German Soldier (uncredited)
as Townsman (uncredited)
as Soldier (uncredited)
as Townsman in Church (uncredited)
as Townsman (uncredited)
as Helmut (uncredited)
as Soldier (uncredited)
as Townsman (uncredited)
as Soldier (uncredited)
as Soldier (uncredited)
as Townsman (uncredited)
as Townsman (uncredited)
as Mrs. Frida Malken (uncredited)
as Solveig Brategaard (uncredited)
as German Soldier (uncredited)
as German Lieutenant (uncredited)
as German Co-Pilot (uncredited)
as Mrs. Mortensen (uncredited)
as German Officer (uncredited)
as Franklin D. Roosevelt (voice) (uncredited)
