Professor Victor Roth (Frank Morgan) enjoys a tranquil life with his family in Germany. His daughter Freya (Margaret Sullavan) is courted both by Martin (James Stewart) and Fritz (Robert Young). However, when the Nazis take control of the country, all their lives are shaken. Martin must flee to Austria because of his political stance. Victor loses his job and is sent to a concentration camp when he speaks out against Hitler. Meanwhile, Fritz joins the Nazis and is obliged to hunt down Freya.