It is set in 1942 in the fictional port town of Trollness, Norway. Trollness has been under German occupation for two years along with the rest of Norway. Gunnar Brogge (Flynn), a fisherman, is leader of the local resistance group. The resistance in Trollness has heretofore been content with low-level activities like sabotage at the local fish cannery, but Brogge is eagerly awaiting a British submarine which is expected to deliver a large cache of arms. The people of Trollness plan to rise up against the occupiers, along with other coastal towns in Norway, once the arms are delivered.
Gunnar's girlfriend Karen (Sheridan) is also in the resistance and is just as determined as he is to fight the Germans. However this is not true of the rest of Karen's family. Her father Martin Stensgard (Huston) is skeptical of active resistance, believing that the people of Trollness should basically lay low and avoid confrontation with the Germans. Karen's uncle Kaspar, Martin's brother-in-law, is far worse, an active collaborationist who supports the Germans. And Karen's brother Johann was a quisling who submitted to the Germans in 1940.
- Action Girl: Karen is proficient with a sniper rifle.
- Badass Preacher: The town pastor urges his people not to rebel against the Germans, calling it "murder". At the climax of the movie, the preacher, up in the cupola of his church, watches the Germans deploying to face the oncoming citizens of the town. He prays to God to forgive people that are fighting for their freedom. Then he whips out a previously unseen machine gun and wipes out the German skirmish line.
- Better to Die than Be Killed: Capt. Koenig shoots himself rather than let the people of Trollness take him.
- The Book Cipher: The British agent gives Gunnar and Karen a Norwegian/English dictionary and instructions on how they'll signal by lamps to go to a certain page and word.
- Les Collaborateurs: Kaspar is one of these, working hand-in-glove with the occupiers.
- Dating Catwoman: Gerd, one of the most determined of the resisters since her husband was shot by the Germans, has fallen in love with a sympathetic German soldier who clearly wants to be with her. It doesn't stop her from shooting him when the town rises up.
- Dig Your Own Grave: Martin, Karen, and Gunnar are among several being forced to do this right before the Germans execute them. Just as they're finished and the Germans are about to shoot, the townspeople attack.
- Disturbed Doves: When a German soldier entering the corpse-littered town lets off a machine gun burst, a flock of birds resting on a rooftop fly away.
- Dressing as the Enemy: That German major, who shows up in an early scene, unannounced? The one who demands that Capt. Koenig brief him on the "troublemakers" in the town? He's a British agent.
- Earn Your Happy Ending: It certainly came at a high cost as the people of Trollness took a lot of casualties. But not only do they wipe out the German garrison, but Gunnar, Karen, and Martin all survive and take to the mountains to fight as guerillas.
- Getting Crap Past the Radar: A good-looking Polish woman named Katja has a room in German headquarters. It's rather strongly implied that Katja has been confined there to basically be a Sex Slave to the German officers in town.
- High-Class Glass: The German officer who pops up to announce new restrictions on the life of the townsfolk wears one of these, as all Nazi officers should, really.
- How We Got Here: A German spotter plane sees the Norwegian flag flying over the town. A German regiment sent to investigate finds one survivor, Kaspar, and a town that is otherwise littered with corpses.
- Intro Dump: The German major's demand that Koenig identify the "troublemakers" in the town lets the audience know who most of the main characters are.
- Laughing Mad: The Germans that enter the town find Kaspar, cackling with madness, shouting that he now owns the whole town.
- Match Cut: A cut from a German soldier picking up the flashlight, to Capt. Koenig holding said flashlight. After he puts a handkerchief over it, there's a match cut to Kaspar removing the handkerchief.
- The Quisling: Johann followed the quisling, Vidkun Quisling, when Quisling welcomed the Germans with open arms in April 1940.
- Rape Discretion Shot: Karen is leaving the church when a German soldier jumps her. The camera cuts away. She arrives for the resistance meeting late, hair askew, clothing torn.
- Redemption Equals Death: Johann, who is on the top floor of the German hotel, shouts out to his attacking countrymen, warning them that the Germans have machine guns hidden on the flanks. He gets shot and killed by the Germans immediately afterwards, but his warning does save the rest of the townspeople from walking into an ambush.
- La Résistance: A rather fanciful portrait of a whole town rising up against its German occupiers. In Real Life, nothing like this happened in Norway or anywhere else in Nazi-occupied Europe.