Jerry Mulligan is an exuberant American expatriate in Paris trying to make a reputation as a painter. His friend Adam is a struggling concert pianist who's a long time associate of a famous French singer, Henri Baurel. A lonely society woman, Milo Roberts, takes Jerry under her wing and supports him, but is interested in more than his art.

Ambassador Joseph Davies is sent by FDR to Russia to learn about the Soviet system and returns to America as an advocate of Stalinism.

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.