The film tells the story of two families caught up in the rise of Nazism in Germany before the start of World War II.

One notable scene shows Martin Schulz (Paul Lukas) descending a staircase awaiting his arrest by the Gestapo, with the shadow of a web-like criss-cross of window panes behind him.

Martin Schulz and Max Eisenstein (Morris Carnovsky) are good friends, German expatriate art dealers living in the United States.

Martin meets Baron von Freische (Carl Esmond), joins the Nazi Party and becomes an important government official.

When Max sends him a hand-delivered letter to confirm he is not acting under duress, Martin makes it clear they are no longer friends.

Before the premiere, the censor (Charles Halton) insists certain lines be cut (such as "Blessed are the peacemakers ...") as contrary to Nazi doctrine.

Finally realising her danger, she seeks help from Martin at his country estate, but he shuts the front door in her face.