Unwilling to witness the fall of his native soil to Germany, artist Louis Duval flees to England, finding lodgings with the beautiful widow Barbara Hillyard. Lieutenant-Commander Alan Powell, charged with sneaking boats across the Channel to gather vital information, recruits Louis, who agrees to return to his occupied homeland and establish a Resistance network there. Barbara's charm soon captures Alan's lonely heart, but will she ever love him, or does she only have eyes for Louis?