Directed by William Dieterle, two farmers meet a Russian woman during the Spanish Civil War and struggle to protect a ship coming through a blockade to bring food to starving people.
In the spring of 1936 in the Spanish countryside Luis (Leo Carrillo) is playing a flute to his sheep. Marco (Henry Fonda) asks him for a hand unloading chemical fertilizer. Luis says he is going against nature. Marco holds dirt and says earth provides them with food. Luis says Marco is a slave to his land, but Marco expects to get a tractor.
On a road a sports car runs into two oxen, and Marco runs over and asks Norma (Madeleine Carroll) if she is hurt. She says she is all right, but she wants to get to Castelmar.
The oxen pull the car as Luis whips them from the front of the car. In the seat Norma asks Marco if they can go faster. Marco and Norma talk. His best experience was living with a painter for a few months until he met her. They hear the church bell toll, and Luis stops the car. As they go on, Marco says she has money and can travel, and she is beautiful. He quotes a poem,
“She walks in beauty.” She asks how far it is to Castelmar, and he says they can see it from the hill. They don’t mind taking a long time to get there.
They arrive in the town, and he says goodbye to her without meeting her father. She thanks him and says she will never forget it. He says he never met anyone like her, and she asks him to stay the same. She douses him with her perfume and says she would like to stay there and work in the sun. She goes in the hotel, and Marco tells Luis he wants to go home.
Norma embraces her father Basil (Vladimir Sokoloff), and she gives him a gift in a box. Andre Gallinet (John Halliday) is glad to see her and takes her arm. Basil tells her he met Andre in a town, and she says she does not want to work with Andre. He says they have dangerous work to do and will not let her interfere. She refuses to have anything to do with Andre and goes in another room. Basil goes in after her and says Andre promised him he would be free. Basil hopes to get a house and a garden for her. He opens the box and is glad to get new shoes. Andre comes in and tells them they must be in another town in the morning. She wants to stay there.
In a river Luis and Marco are swimming at night. They get out and put on their shirts while they talk about Norma. Marco likes the earth and river, but Luis likes wine. They hear a loud sound and wonder if it is thunder. They realize they are guns. They start walking home with the two oxen.
Artillery is landing as people cross a bridge over the river in flight. More people on foot wade across the river. A car coming the other way is stopped by a man with a rifle. Inside Basil, Andre, and Norma have their papers checked and are allowed to proceed. Marco retreats with Luis and the others. Marco looks back and says he does not want to leave his land. He wants to fight for it and urges others to stop and turn back. They keep walking, but he keeps pleading for them to fight for the valley. Suddenly several men stop, and they start preparing a defensive barrier. Men march and sing.
The Commandant (William B. Davidson) shows on a map where the advance was stopped, and he says the one man who was responsible was Marco, whom he gives a cap and makes a lieutenant. He orders Marco to stay in Montefiore. He says if they do their duty, they will win. They need to find the enemies among their own people and clean them out.
At a restaurant Luis is getting his palm read and talks about the sheep he loves. Marco comes in and listens to a romantic song. A magician (Peter Godfrey) does tricks with cards for Luis who drinks wine. Luis says they have plenty of guns with big ones too. Marco sits down, and the stranger leaves. Luis says he asked him about military affairs, but he told him everything upside down. The magician does card tricks for Basil who laughs and drinks. Marco notices his new shoes and wonders why a shabby old man has them. The magician gives a card to Basil who goes out. Marco follows him and tells men to arrest the magician.
In his room Basil takes off his shoes and puts on slippers. He splits open the card and reads a message about the ship Fortuna arriving Friday morning. He hears a knock and asks who it is. He tears up the card and throws it in the fire. He opens the door, and Marco comes in pointing a pistol at him. He is taking Basil to headquarters, and Basil asks to put on his shoes. He starts a music box and then sits to put on his shoes. Marco looks at papers on the table and the scraps by the fire which he removes. Basil takes a small gun from a shoe and shoots at Marco, who overturns the table and shoots back. Marco gathers the scraps of paper from the fireplace and hears someone coming. He hides as Norma comes in and discovers her father is dead. Two soldiers come in, and Marco tells them it is all right. She accuses Marco of killing him. He says he will take her to headquarters, and she will have a fair chance.
At a court martial officers call in witnesses.
In the lobby Luis plays his flute as soldiers remove paintings to the basement. Marco takes Norma to the court martial; but a siren announces an air raid. People run for cover, and Marco takes Norma with him. A man drops a cigarette out a window on to straw. Planes fly overhead, and bombs explode.
Marco and Norma go into a basement, and outside the window a fire is burning. A bomb causes the doorway to become blocked. He has a flashlight, and she asks if they will ever get out. She is afraid she will die and panics in despair. He speaks calmly to her about their first meeting. He says he has been thinking about her. She cannot forgive what he has done. He says there is little time for hate. They move to avoid the smoke. He takes a hand grenade and throws it at the rubble by the door.
Outside Luis hears the explosion and starts digging at the rubble, asking others to help him. Inside Marco hears them digging; but Norma says they will not get there in time, and she will be his prisoner. He says he will help her, and she asks why he changed. She was born in the Russian Revolution, and her mother took her to Budapest and China. She talks about her father’s dream for a house, but Marco finished that. Marco says he wants the same thing. He says there was no other way, but she disagrees. He says he fights for his country. Luis pushes the rubble aside, and Marco embraces him. They carry Norma to the opening and lay her body down. Marco goes back for his flashlight, and Luis helps him out. Marco asks where she is. They hear a child crying. Marco searches in the rubble and goes up stairs. He finds a baby in a cradle and picks her up. He carries her back, and other soldiers gather around the baby.
General Vallejo (Robert Warwick) sits behind a desk and speaks to several soldiers. He receives a message, leaves the room, and questions Norma. She says her father was killed. He asks about her father’s business, her plans, and her friends. She says she has no friends. Vallejo calls in Andre who comes in and greets Norma. Vallejo releases her and gives her a document. He asks her to tell her friends abroad that they are not dreadful barbarians. She leaves with Andre.
In his room Andre pours tea for Norma. She asks if he serves both sides, and he says he plays the game that way. He offers her a biscuit, adventure, money, and love. She does not trust him and knows he does not trust her either. If he says one word to Vallejo, she can be shot. He says he has important work for her. She does not want to and says she can get out of the country somehow. He promises that he will help her get out of the country. He catches a maid listening at the door and closes it. He tells her the province will fall by the end of the week. He says Castelmar is the port where they can bring in food. He says his agents are everywhere; if she betrays him, she will be shot. He tells her to give a secret capsule to someone who will spill water and go back for more.
Norma is sitting in a compartment on a train, and Edward Grant (Reginald Denny) comes in and sits down. He says she is different, and he can trust her. He pulls down the shades and offers her canned beef. A train conductor comes in and says the compartment is for women. Grant goes out, and the conductor takes her ticket and goes out. Marco comes in and asks for her papers. He looks at it and notices she is going to Castelmar. He does not question her, and she asks if he expected to find her there. She asks why he followed her, but he says he wanted to warn her. She says she will be careful, and he goes out.
Grant joins Luis and others in a compartment. Luis tries to take a goose egg from a woman to give to the baby. He gives her a necklace of garlic and sits on the egg. Grant offers beef from the tin, and Luis tries to understand what it is. Grant tries to explain and offers biscuits, sardines, and milk. Luis accepts the milk.
In a restaurant Grant is typing a story about a rescue ship that may bring food to the starving people who are suffering under the military. Norma comes in, and Grant invites her to his table. A waitress spills water on Norma who offers chocolate to a child. The waitress tells her not to give the child a penny. Norma gives her the capsule and money, asking for change. Grant says the relief ship cannot get past the blockade.
In another room the waitress finds the message and puts it in a bowl. A man pours liquid that brings out the writing. The supply ship Fortuna is arriving before dawn on Tuesday, and they are to notify X4 to destroy it. The waitress takes a tray of pennies to Norma, who gives them to many children. An old woman collapses from hunger, and Grant gets her some water. A radio reports that rations have been cut in half, and some foods are reserved for the army. They hope food will reach them.
Grant and Norma walk in the street where people are lined up, hoping to get food. Women pray in a church. Norma and Grant go in and then leave. They find an old woman who does not move because she is in despair. A soldier says a bomb destroyed her children. Grant recalls being in England and can visualize this happening there. Norma says she cannot stand it and runs off.
A doctor tells Luis and Marco that the baby needs food, and he goes out. Luis advises Marco to arrest that girl, but Marco says they need to get the people she is working with. He sends Luis to get his men. Luis goes out, and Norma comes in. She admits she is a spy and conveyed a message to destroy the ship. She says she can save it if he will not have her followed. He asks why she changed, and she says she saw the starving. She cannot bear it. Now she does not care if she dies. She begs him to agree so that the ship can come in. He says she is free to go, and she goes out. He quickly goes out after her.
Luis discusses the plan with two men, and they get on a small boat. Norma walks in the street and is followed by Marco. She goes down to a sewer channel and joins two men. She finds men with a radio and tells them to inform the ship because their plans are known. They start to send a message, but men come in and throw grenades. She and others climb up a ladder. The men on the ship decide to proceed.
Norma and a few men are running away and are captured by Marco and soldiers. Marco takes custody of her, and she asks why he followed her. She says the ship in the harbor has food for the people, but he would not let her stop its destruction.
A submarine fires a torpedo that blows up the ship. A man sees it and tells others about the ship. People come outside and watch the ship slowly sink. They grieve silently as it goes under. Grant wants to alert the world about this.
Soldiers, Marco, and Norma enter a building. A car arrives with Andre and General Vallejo, and they go in also.
In an office Marco tells Vallejo that Norma is not responsible. Vallejo gives a soldier orders while Marco brings in Norma and goes out. Vallejo asks her if he can help her. She says she is a traitor to the people there. He asks who gave her orders, and she says it was Andre. He is glad she told him. He opens the door and has Andre come in. Vallejo says she was going to betray Andre. He tells her he is disappointed. Vallejo answers the phone and tells them that the other men arrested with her have been executed. Andre laughs, and she screams and tries to run out; but Andre stops her and calls her a fool. He offers her a way out, but she refuses to accept his help. He says her father had illusions that made him unreliable. Andre admits he planned his death and offers her a cigarette. Marco comes in and complains to Vallejo about the execution of the men he arrested. Vallejo says he failed to save the food ship. Marco says he is mistaken because the food ship is coming in. He points to the ship arriving and explains his men sent a ghost ship that was sunk.
Vallejo goes to the other room and confers with Andre, explaining what happened. Andre says he will have planes destroy the food ship, and Vallejo leaves the room. Norma takes a pistol from her purse and shoots Andre dead. Marco comes in, and Vallejo stays out and closes the door. She says he was going to bomb the ship. Marco finds both doors locked, and she asks what they can do.
People see the ship. Luis and his men arrive in a little boat, and he says this ship is bringing food. An officer arrests Luis and his men. A man shouts to the ship, and they hear the crew singing as it comes closer. People gather and rejoice. Men get in small boats and head for the ship. People cheer, and sailors on the ship wave.
From a window Marco and Norma watch. Three officers come in, and one removes Marco’s cap and gun belt. The three men go out. Norma embraces Marco, and he says he was never in love before. She says she understands more than ever before about people. He says they can love each other. She is afraid to die. He says it is hard to die when they have much to live for; but they are part of something grand. He says they gave that ship to the people. She believes in him, and they kiss. Three soldiers come back in and take them out.
People see the cargo being unloaded from the ship and cheer. A woman in church prays. A child is given milk.
People thank General Vallejo who says he did his duty. Marco and Norma are brought in, and Vallejo asks why. The Commandant comes in and says he ordered them to be there. The Commandant tells Vallejo he committed the worst crimes and orders him taken away. The Commandant says Marco and Norma will testify at the court martial, and they are free. He hopes that they will find some happiness and peace. Marco says there is no peace. He says this is not war, but murder. He says the world can stop it and asks where is the conscience of the world.
This film made during the Spanish Civil War dramatizes the plight of the Spanish people suffering under the Fascists and their military blockade, eliciting the sympathies of the audience for the oppressed people who could use more help in the struggle against Franco and his Fascist allies.