Ruth Gordon

A nuclear-powered bus driving cross-country from New York City to Colorado is destined for disaster because of the machinations of a mysterious group allied with the oil lobby. The ultimate disaster movie parody: A nuclear-powered bus is going non-stop from New York City, New York to Denver, Colorado, and is plagued by disasters because of the machinations of a mysterious group allied with the oil lobby. When the driver is injured, a washed-up, down-on-his-luck-but-used-to-be-great type who used to be engaged to the inventor's daughter is brought in to drive the giant bus, which includes a one-lane swimming pool and a one-lane bowling alley. —John Vogel <jlvogel@comcast.net>

Harold is an eccentric young man. His hobbies are attending funerals and faking suicides. He became interested in death after he nearly escaped it in a chemical explosion at school one time. Ever since, he's been staging fake hangings, drownings, gunshots, you name it. Harold pulls these stunts to irritate his mother and satisfy his markedly warped sense of humor. He's from a wealthy household and has nothing better to do. He even performs these stunts in front of the dates his mother arranges for him, all of whom run out the door as a result. The mother is trying to keep him from being a dejected loner. Harold doesn't care. Harold likes Maude. Maude is an unorthodox woman. She's an enlivened 79-yr-old old lady that lives without any hangups. She isn't preoccupied with judgment. She makes risqué sculptures, poses nude, plays a variety of instruments, steals cars-and goes to funerals too. That's where she and Harold meet. As much as she loves life and takes it like a breath of fresh air, she accepts death and isn't afraid of it. To her, death is a part of the cycle of life. And when it comes to living, sky's the limit. That's what she wants to teach the rather melancholic Harold. Harold and Maude are drawn to each other despite their considerable age gap. They are a "yin-yang" relationship of her optimism and his pessimism. Harold is more of a subdued individual. Maude encourages Harold to explore the positives of life. She wants him to open up to all the world has to offer, develop the zeal for it that she has. Maude and Harold enjoy the days together, living in the moment. Harold is so smitten that he proposes to marry her, much to the abhorrence of everyone else. But this joy and romance won't last forever as Maude has another plan in mind. She's going to commit suicide on her 80th birthday, and she does just that by overdosing on pills. When she tells Harold about it, it's too late. Maude dies at the hospital. Harold then takes off in his car and it is seen going off a cliff, though when the camera pans up, Harold is standing there playing the banjo Maude gave him. Maude taught him a valuable lesson that obviously made him think twice. She taught him to appreciate his life.

This is supernatural tale of the unborn. After moving into a creepy old apartment in Manhattan with her husband Guy, Rosemary Woodhouse begins to experience odd, unpleasant things happening to her. Guy becomes enchanted with their nosy neighbors, Minnie and Roman Castevet, after the older couple`s ward commits suicide. Then Rosemary gets pregnant after a bad dream in which a horrible creature makes love to her. A caring Minnie keeps giving her some weird concoction for the pregnancy and Rosemary doesn`t feel at all well. The only solution is, as the tag-line says, to "pray for Rosemary`s baby

Assistant District Attorney Adam Bonner is assigned to prosecute a woman who tries to shoot her unfaithful husband. The DA and Bonner both expect a quick win. But neither planned on Bonner's wife and fellow attorney, Amanda Bonner, of defending the woman on the basis of "equal rights under the law," which Ms. Bonner insists would vindicate a man who would try to kill the lover of his unfaithful wife. Ms. Bonner shows throughout the court case that the law and society treat women different from men, and that any person would resort to violence if pushed sufficiently far. Mr. Bonner insists that regardless, no individual can take the law into his or her own hands, or chaos would ensue.

At the New York Bulletin newspaper, its owner, Robert Drexel Gow (Charles Coburn), who has invested $2 million into this five year old project, receives a teletype story that the newspaper's editor, Max Wharton (Alexander Knox), is resigning to enlist in the army. Robert is livid, both at the news and the method that he found out about the news. There is a second story on the teletype: Max's wife, the famous novelist Paula Wharton (Irene Dunne) - who Max calls Paulie - is in Hollywood adapting her latest book into a movie screenplay. To the newspaper's Board of Directors, Robert rants his displeasure. Thirty-nine year old Max, joining them, tells them that he told them of this news two months prior, the only unknown at that time being the time of enlistment, which is in five hours. Max wants to do his duty as a citizen and responsible journalist to be close to the war, World War II. Robert's view is that without Max, the newspaper will fold because Max *is* the newspaper. Max counters that wouldn't be leaving unless he felt his hand picked replacement, Edward Kennedy (Robert Emmett Keane), could do the job, and that the newspaper has a strong editorial policy that guides what its employees do. From Hollywood, Paulie telephones Max. Not previously having known what her husband's intentions were, Paulie congratulates him on his decision. After Max informs her of the plan of basic training then possibly officer's candidate school, Paulie decides that she will move to where ever that school is to be close to him. The timing is perfect as she has seven or eight weeks worth of work to complete her screenplay for producer Joel Nixon (Pierre Watkin) before she makes her move. Before Max leaves, Robert wants to know his whereabouts at all times so that he contact him to solve the plethora of problems he foresees happening at the newspaper during his leave. Max wants no communication with Robert or the newspaper while he's gone, as he sees it as a point of distraction from his more important work of getting through army life. After completion of basic training, Max sends Paulie a telegram that officer's candidate school is in Tetley Field, Florida, and that he has rented bungalow 26D at Palmetto Court for her. In Beverly Hills, Paulie, having completed her screenplay, is packing. Joel warns her that her move will be a difficult transition as those bungalows near army bases are notoriously small and broken down. Despite not planning on working while there as she sees supporting Max as her full time job, Paulie is taking her typewriter. She doesn't quite understand Max's motivations, but she wants to see her husband succeed in this passion. As Max goes through the rigors of army school life which includes the rote memorization of scientific and technical information (this process which he finds overwhelming), Paulie arrives at Palmetto Court looking for bungalow 26D. As the army horn blows in the distance, recruits around the complex rush off. Despite getting into trouble for being late back to the base, an officer candidate, seeing this pretty woman in distress, carries Paulie's luggage to 26D. Walking into 26D, Paulie sees a woman inside. She is the last tenant, Jan Lupton (Jeff Donnell), whose husband Roy (Loren Tindall) has just graduated to second lieutenant. Jan recognizes Paulie from the photo on her latest book jacket cover. When Paulie mentions Max's name, Jan also recognizes it from the newspaper. Jan gives Paulie the lowdown on life in 26D, the best bungalow in the complex: the bedroom light switch is in the living room, the living room light switch is outside the front door, the refrigerator makes loud noises (but at least you know it's working), there is no sink in the small kitchen, there is no shower, there is a small leak in the roof, there are plenty of moths, and you need to stomp on the floor to open the front window. There are two stores, one that sells everything but that has long lines and that doesn't make deliveries, and one that delivers but sells nothing. But most importantly, the one posting you don't want following graduation is to Crocker Field, Arkansas, since the closest housing is twenty miles away (meaning wives will basically never see their enlisted husbands), and that life for the enlisted at Tetley Field is all work, work, work. With school, Jan relays a story she heard where once you're over 21 years of age, your brain doesn't absorb the material taught anymore. Roy had problems at Tetley Field since he's close to 25. Paulie worries for Max, who is approaching 40. Roy returns to pick up his wife. He has his yet unopened post-graduation assignment in his hands, which he hands to Jan to open. She nervously opens the envelope to read dejectedly that Roy is being sent to Crocker Field. Max comes by the bungalow surprised to see his wife there already. They have a loving reunion. As Max helps Roy and Jan with their luggage to the curb, Roy gives Max some pointers on some of the school work. The Luptons say goodbye to the Whartons as they head into the taxi to go to the train station. Max and Paulie can now have a proper reunion. Max and Paulie discuss their upcoming life. Max, who needs to live in the barracks, will probably only see his wife one hour a week. Paulie, who is not used to tending to house, states that she will manage in what she considers their darling new home. She wants to be just like all the other army wives living in the complex. The horn from the base blows, meaning that Max has to return soon, and he rushes to complete the task he came to do, namely change his socks. He has left some of his personal things, such as socks, at the bungalow as reminders of him for Paulie. As Max helps Paulie settle in, he sees one of his training manuals on the floor, which he picks up and tries to cram more information into his brain. He is only getting a part of it, and explains to Paulie how difficult the memorization is. In his latest quiz in which one needs 89 to pass, he got just 89. With his difficulties in school, Max is concerned if he is doing the right thing for himself, for the country and for the newspaper. But his reason for doing this in the first place was to see the war first hand so that the newspaper could have some credible first hand account. Paulie, usually one to express her opinions, is reluctant to tell Max her view. She does tell him: the voice of newspaper also requires a level head on the home front, and without that, it is nothing. But Max assures her that he wouldn't have enlisted unless he thought Edward could take over the newspaper's editorial reign. Max is surprised that Robert hasn't yet tried to telephone about problems at the newspaper. Paulie doesn't tell him that Robert has already tried to call once while she's been there. There is a frantic knock on the door. It is the Luftons. The train's been delayed by eight hours and they were hoping that there was a spare bungalow in the complex in which they could sleep overnight, which there isn't. After an uncomfortable silence and looks between Max and Paulie, the Whartons offer the Luptons the bedroom for the night; Paulie will sleep on the sofa in the living room. The Lupton's return will delay the more passionate part of the Wharton's reunion until another time. In his few seconds with Roy, Max tries to absorb more school information before he heads back to the base. While Jan and Roy are in the bedroom, Paulie is preparing the sofa as her bed for the evening. Wanting to brush her teeth, Paulie is reluctant to disturb the Luptons to get to the bathroom, so she brushes her teeth in the living room, rinsing her mouth with the only liquid available: scotch. As her mouth starts to burn from the scotch, she tries to stomp on the floor to open the window so that she can spit the scotch out the window. After a few stomps, the window pops open, and she is relieved to be able to spit out the window. Lying down on the sofa, the refrigerator starts buzzing, so she stuffs her ears with cotton. She also realizes that the living room light is still on. She goes outside to turn the light off, but the door slams shut with a strong wind gust. As she is outside pounding on the door wearing only her negligee, several enlisted men see her and whistle. One other senior officer shoos them away to leave her alone. Unknown to Paulie, he is the base's commanding officer, Colonel Foley (Charles Evans). Finally, the Luptons come to open the door for her. Back inside, Paulie answers the ringing telephone. It is Robert wanting to speak to Max about the newspaper's future, the newspaper which he feels is falling apart. Robert is yelling and screaming how much he needs to make important decisions with Max's input. After Paulie in return yells back that Robert is not to disturb Max during this time (not mentioning Max's troubles in school), she abruptly hangs up on him. She is finally able to go to bed, but with all these concerns on her mind. Over the next several weeks, both Max and Paulie get ensconced in their new respective lives. Paulie is doing work foreign to her: housework. Max uses whatever free moment he has to cram more and more information into his brain, which he is still finding difficult to do. After a field exercise, a tired Max hops into his bunk. He is approached by a fellow student named Paulsen (John James), a reporter with the base's newspaper, the Tetley Field Sentinel. He wants Max, as the most famous recruit on the base, to write a story about himself for the newspaper. Max is reluctant to do so if only for lack of time, but Paulsen leaves him to consider the offer. Paulie returns from a day of shopping, which she has done for four other of the army wives. Paulie turns down a dinner invitation from one of the women as she has her own dinner party to host that evening. Max is coming home for dinner and is bringing a guest who she states is the most important person on the base. After the other women guess that it is Colonel Foley, Paulie tells them that it is Frank McDougal (Phil Brown), Max's bunk mate who has the highest marks in the school. Later, the neighborhood women are all in the tiny 26D kitchen helping non-cook Paulie cook the dinner of stew, mashed potatoes and rolls. Mrs. Dumbrowski (Ann Loos) has brought an apple pie for dessert, although she states that it will be a miracle if it tastes all right as all the ingredients are substitutes except for the apples. Paulie is nonetheless grateful for the generosity of Mrs. Dumbrowski and all the other wives. Max and Frank, discussing school work, arrive as all the neighborhood wives leave. Max is surprised at how good the dinner smells as he has never known his wife to cook. Paulie takes credit for it all. Max and Frank are especially enamored of the apple pie, which tastes delicious. As Max and Frank ask her how she made it, Paulie stumbles and ultimately makes up a story. Dinner conversation eventually and unexpectedly turns to the philosophy of war and global politics. After Frank leaves to head back to the base, Max vents about the difference between someone like Frank and himself. Whereas Frank has the ability to memorize information others have devised and written, he has a narrow and suspicious view of all other nations, both their war enemies and allies. Max is happy to report that Frank's views are in the minority amongst his classmates, but that it still drives him crazy to hear such talk. This discussion makes Max think about the newspaper, although he doesn't want to think about it as he still needs to focus on school. In his latest quiz, he got yet another 89. Max begins to doubt the wisdom of what he is doing - he even openly wonders for the first time if he will graduate - but Paulie tries to support him. He also tells Paulie about the request from the base newspaper to write his life story at the base. Max is concerned that if he editorializes, he could say something controversial. But with 30 minutes available before he heads back to the base, he decides to write it using Paulie's typewriter. As Max starts to type, the telephone rings. Paulie picks it up. It is Robert on the other end. As Robert continues his diatribe about needing to speak to Max, Paulie, for Max's sake, pretends that it is Joel on the other end needing to speak to her about the screenplay. Robert wants Paulie at least to read the newspaper to see what a mess the editorials have become. After hanging up the telephone, there is a knock on the door which Paulie answers. It is Mrs. Dumbrowski, who within earshot of Max asks for her pie tin back. The latest edition of the Tetley Field Sentinel goes to press. It includes Max's autobiographical story of his life on the base, from his perspective on why he is there and what he is hoping to achieve for himself and the army for the worlds betterment. The story generates a lot of interest amongst its readers. At the grocery store, Paulie and another woman grab for the only remaining box of pot cleaners. Paulie is adamant she had it first until she learns that the woman is Mrs. Gates (Cora Witherspoon), the mother-in-law of Colonel Foley. A fan, Mrs. Gates recognizes Paulie. Getting friendly with Mrs. Gates (Paulie decides to share the box with her), Paulie extends an invitation for Mrs. Gates, her daughter and the Colonel to drop by the bungalow as soon as possible. Paulie feels this move would be good for Max. At the base, Max is called into Colonel Foley's office. The Colonel mentions that both his wife and mother-in-law are admirers of Mrs. Wharton and plan on dropping by the bungalow later that afternoon. Max is pleasantly surprised at the announcement, but surprised nonetheless as he in unaware of Mrs. Gates' encounter with Paulie. At the bungalow, Paulie tells the other wives about her encounter with Mrs. Gates. All the women are abuzz about the possibility of seeing the Colonel's wife whenever that may be. As Paulie enters the bungalow, she unexpectedly sees Robert inside. She is angry with him for coming to Florida to bother Max. She tells him that Max may not be by anyway for weeks. Just then, the telephone rings. It is Max telephoning that the Colonel and his family are dropping by shortly, and that he too will be home to greet them. Paulie hangs up without letting Robert speak to him. She wants Robert to leave, but that she will speak to him alone about the newspaper after Max is gone. Robert wants her to at least read the newspaper, and how the editorials have become uninspired. Paulie reads the latest editorial. By the look on her face, one can tell she agrees with Robert about its poor quality. However she will still not let Robert jeopardize Max's mission of army life. She tells Robert that Max does care about the newspaper, and that's why he is doing what he is doing. She also tells him the problems Max is having with his school work, any distraction from which, such as those Robert wants to discuss with him, which may be the result of him failing. If Max ever felt that Robert was part of the reason he failed, he would never forgive Robert. As such, it seems like a lose-lose situation for Robert. Robert threatens to sell the newspaper, because without Max at the helm, it is no longer the newspaper they built. Paulie knows this news would devastate Max. Just then, a car pulls up: it is Max. Paulie convinces Robert not to say anything about the newspaper's problems to Max. As Max enters the bungalow, his expression drops as he sees Robert. Paulie convinces Max to let Robert stay for drinks as his presence will impress the Colonel's family. As Max, Paulie and Robert rush to get ready, the Colonel and his family arrive. As the introductions are made, the Colonel and Paulie realize that they have seen each other before on the night when Paulie got locked out of the bungalow in her negligee. As the Colonel's family and the Whartons settle down into the pleasantries of the afternoon - especially Mrs. Gates gushing over Paulie's writing - Robert is tasked with being the bartender. Going into the kitchen, he finds that the freezer compartment is frozen solid and that he can't get the ice out. The Colonel comes to his assistance, banging on the ice with a frying pan after Robert has previously done so himself. The Colonel causes more problems than he is solving. Finally the Colonel does manage to pull the ice cube tray out of freezer easily. As the ice problem is solved, the conversation turns to Paulie's life in Hollywood. Max recounts that Paulie has been having many problems with Joel who is constantly telephoning. Robert knows that those telephone calls were the ones he himself made to try to talk to Max, and as such that Max is unaware that he has tried to speak to him previously about the newspaper's problems. The conversation also turns to assignments post-graduation, Paulie mentioning Crocker Field. Seeing that it is inappropriate to discuss this topic with the Colonel, Max tells the Colonel he need not discuss Max's post-graduation assignment. Robert tries to drop inferences to the Colonel that Max's age may preclude him from being the most suitable candidate for army life. They also speak of Max's autobiographical piece for the Sentinel, to which the Colonel mentions that Washington has expressed interest in it. The Colonel uses the word "strong" to describe the piece. Max believes that the piece has stirred up controversy, which could spell the end of his military life. The horn blows from the base, meaning that the Colonel and the family need to leave. After the Foley's departure, Max chastises Robert for trying to get him thrown out of the army. Max feels bad enough about the army's reception of his autobiography. After Max leaves to head back to the base himself, Paulie chastises Robert about his actions at the gathering. Robert feels that if Max had time to write that piece for the Sentinel, he can set aside 30 minutes a week to write an editorial for the Bulletin. Considering the alternatives, Paulie tells a somewhat satisfied Robert that she'll convince Max to write the editorials. Robert is still worried that if Max does manage to graduate (his fate known in about six weeks time) and gets shipped away, the problem in the long term will not have been solved. Before Robert leaves, Paulie and Robert's deal is that she will handle the situation and that Robert is not to bother Max. Paulie is sitting in front of her typewriter with a concerned look on her face and several crumpled pieces of discarded typed paper on the floor. Meanwhile, Max is still trying to find whatever spare moment is can to cram. While Paulie is typing, there is a knock on the door. It is Mrs. Dumbrowski who has come by to drop off some groceries. Mrs. Dumbrowski is curious as to the work Paulie is doing as she has heard Paulie typing during the past two nights. Later, Max comes by unexpectedly while Paulie is typing. She tells him that Joel has requested some rewrites of the screenplay. As Max attends to his task of pressing his pants, Paulie quickly hides any remnants of what she is actually writing, which is an editorial for the Bulletin. Max is still worried about Robert's comments about failure at school, worried about his upcoming quiz, and most worried about lack of any news from Washington about why they were interested in his autobiographical piece. The telephone rings. It's Robert. Still pretending it's Joel, Paulie tells him that *it* - being the editorial - will be off to him tomorrow. After the call, Max tells Paulie he is contemplating dropping out before he fails. Paulie replies that she can respect him if he fails while doing his best, but not if he quits without seeing this to its conclusion whatever that may be. As such, Paulie tests Max on his upcoming quiz, giving him clues along the way. After a few frustrating minutes, Max realizes that they are reviewing last week's quiz. He is disheartened that not only has he wasted a few precious minutes which included Paulie providing him with clues which she can't do during the actual quiz, but that he doesn't even retain information he knew previously. Paulie gives him a loving embrace as she recites the answers into his ear. Paulie completes her first editorial for the Bulletin. It is entitled, "The World and Apple Pie", which she devised from the discussion the evening of Frank's visit. She retells that story as a metaphor for what is happening in the world in its global context. Paulie allows Robert to believe Max is the editorial's author. Robert is thrilled with the piece and prints it. In turn, Paulie is thrilled that Robert likes it and that this ruse is working. As such, Paulie continues to write editorials for the Bulletin, all on the theme of Max's special vantage point from within the army and his view on global political happenings. As he has made a conscious decision not to read the newspaper, Max is unaware of what Paulie is doing. As Max is taking his final exams, Paulie is on the telephone with Robert. Robert wants Paulie to speculate on whether he will pass or fail, which she refuses to do. She just convinces Robert still not to talk to Max directly as that will distract him. She vows to let Robert know the outcome as soon as she knows. Back in the examination room, a dejected looking Max is the last to hand in his exam. And in her bed, Paulie says a special prayer for Max, wishing Max happiness regardless of the outcome. The examination results listing those that have graduated are posted on the bulletin board. As Max scans down the list, he stops at number 271, which is his name. He has graduated near the bottom of his graduating class of 300, but he has passed nonetheless. He is elated. He rushes off to tell Paulie the news, she who is not home. Max is told she's gone for a walk to get away from the nervousness surrounding the impending results. As Max waits, Joel arrives from Hollywood looking for Paulie. Max tells Joel that Paulie has been diligently working away doing the rewrites he requested. Joel replies that Max must be mistaken as he has not spoken to Paulie since she left Hollywood, and that the movie project was delayed meaning no work needed to be done on it during the intervening time. As Max thinks about it, he thinks he's figured out what Paulie has been doing. He goes into town to the library to read recent editions of the Bulletin. He sees the special editorials from camp with his name attached to them that he knows he did not write. Paulie arrives home to an empty bungalow. Mrs. Dumbrowski informs her that Max had been by and that he graduated. Paulie sees this news as a mixed blessing. The telephone rings, but Paulie decides not to answer it as she contemplates what to do. It is Robert on the other end. After several attempts by Robert to get through, Paulie finally decides to answer the telephone. She tells Robert the news. He in turn tells her that in light of that, he is coming immediately to get Max to sign the papers necessary to sell the newspaper. Max, outside, overhears the conversation. As Max enters, Paulie is unaware that Max heard her conversation with Robert. He doesn't tell her that he did. They embrace over his success at graduating. She looks at even the brighter side that he graduated above 30 others. He corrects her: it is only 29! But she does say that Robert called and that he may be coming for Max's graduation tomorrow. The telephone rings again. It's a request from Colonel Foley to meet immediately in his office. At the Colonel's office, the Colonel tells Max that he has news from Washington about Max's autobiographical piece. They like it and as such are asking Max to speak on behalf of the graduating class at tomorrow's ceremony. Max agrees. At graduation, Paulie is sitting with Mrs. Gates and Mrs. Foley. Robert comes by and sits in front of them. Paulie is angry with Robert's insensitivity of dealing with the sale of the newspaper so soon, so that Max can't even enjoy the success of graduation. She is even more upset that he is selling the newspaper after Max wrote those special editorials when he should have been focusing on school. Also coming by and sitting near to them is Joel, who Paulie did not even know was in town. Nearing the end of the ceremony, Max is called up to speak. As he starts, he mentions to the audience that there are many things he has wanted to say about what the army is doing and what they should be doing in the face of the global condition. Instead of reciting a prepared speech of his own, he will instead recite a piece he found only yesterday that sums up his thoughts more succinctly than he ever could. The title of the piece is, "The World and Apple Pie". Paulie is distracted with Robert as Max begins, but she soon realizes that he is reciting her first editorial. After Max finishes to great applause, Paulie rushes off. Later back at the bungalow amidst packed suitcases, Max, Robert and Joel wait for a missing Paulie to return, her whereabouts unknown. As Robert gets prepared to tell Max the news about the sale and to get him to sign the necessary papers for the sale, Paulie returns, giving her husband a loving embrace for what he did at the ceremony. Max tells her the story of how he found out about the editorials. She tells him that she did it because of Robert's threats to sell the newspaper otherwise. As Robert pressures Max to sign the sale papers, Max comes up with a better solution: keep the person who wrote those editorials. It is only then that Robert understands that Paulie is the author of those editorials. Paulie doesn't want to do it as she wants to follow Max to where ever his next assignment is rather than move back to New York without him. Just then, the Colonel and his family drop by. The Colonel wanted to drop off Max's post-graduation assignment notice personally to him. Saying that he caught the inference at Paulie's questions during their earlier visit, the Colonel pulled some strings so that Max would be assigned to Crocker Field, Arkansas. Paulie and Max know that Crocker Field is the one place she can't live and spend any time with him. But she vows at least to take the train with Max to Crocker. As Robert and Joel try to speak to Paulie about their respective reasons for being in Florida, Paulie instead has them on the more immediate task of packing all the suitcases into the waiting taxi. As they are leaving, the new army wife of 26D arrives. Paulie gives her the quick lowdown on life at 26D. When Paulie demonstrates how to open the window, Paulie has done it for the last time as her stomping feet break through the floorboards. As Paulie and Max rush off, she implies that she will take the newspaper job, but on Max's orders, Robert must now call Paulie "boss".

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. The rest of the film is told in flashback: 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 local hotel, whose father was killed by the Nazis; Gunnar Brogge, the head of the fishermen's union; and his fiancee, 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. In the present day, 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.