Englishman Lieutenant Halliday and American Sergeant Braddock stumble across each other in the dark and team up.
The driver manages to talk Italian soldiers out of inspecting his cargo, before letting his passengers off in the countryside.
The two men get a boat and start rowing, but then the woman runs up and tells them that an armistice has been signed, so they turn around.
The woman's uncle gives the two men civilian clothes and recommends they try to sneak aboard a freight train, which they do.
He points out a Polish tailor and his niece, a factory worker from Belgrade, a professor more concerned about his papers than his own life, and Frenchwoman Madame Monnier.
As Halliday is leaving, Frau Wittels (the woman who lost her husband earlier) and her son Bernard arrive to join the group.
A radio broadcast announces that Il Duce, the deposed Italian fascist leader, has been freed by the Germans.
The soldiers have orders to close the frontier, so they bypass the hut, but now the pass is guarded.
Halliday proposes he create a diversion, using the major's pistol (and five bullets), but Telford turns him down.
A Swiss officer informs them that only children, people over 65 and political refugees can remain.