In a Nazi-occupied European nation, Albert Lory (Charles Laughton) is a meek schoolmaster who is dominated by both his students and his elderly mother, Emma (Una O'Connor). Though Albert is initially wary of efforts to oppose the invading soldiers, he changes his tune after he's falsely accused of murder. He begins to make rousing speeches against the Nazis and their collaborators, prompting Maj. Erich von Keller (Walter Slezak) to offer Albert a pardon if he aids the Nazi cause.