James Dorr the Deputy Leader of Island Government and his wife Felicity are unhappily married. The imminent threat of German invasion gives Felicity the excuse she needs to leave the Island and return to England. The island policeman Wilf Jonas and his wife Kathleen, realising the Germans may soon invade send their 2 children to England. However their young son Colin manages to stay behind, leaving his sister to go ahead by herself. Cassie Mahy and her husband Urban run a successful grocery shop. They have 2 daughters Angelique (a government worker) and June (a singer). Urban is unable to find a boat to evacuate his daughters and instead organises to run a friends photo shop in his absence. Both Felicity and Urban are at the harbour when the Germans attack. Felicity is left with just a slight bump to the head. Urban is tragically shot and killed. Baron Von Rheingarten arrives and takes control of the island.

After her husbands funeral Felicity Dorr refuses the custom of Germans in her shop. When the Lieutenant Walker finds out he strews her floor with food and makes her lie face down in the mess insisting she serve Germans. Her 2 daughters Angelique and June meanwhile reopen Mr Isaak's photo shop with the help or previous employee Zelda. German Airman Bernhardt wants his films developed and gives them to June but when Angelique sees she accuses June of fraternising. When Felicity Dorr is rude to the German Commander Baron Von Rhiengarten her reacts by taking over a wing of her house to live in. The Dorr's son Philip makes an unexpected return to the island as a spy. He and his friend Eugene spend a couple of nights at Jonus and Kathleen's farm. Philip returns home and acts as a Gardener to acquire information. With their mission accomplished they return to the beach to await a submarine to return to the mainland. However a German Landser interrupts them and is shot by Philip. The Ge

Philip and Eugene are now stuck on the Island. Wilf has hidden the German Landsers body, which was a vital move due to the German threat of 10 dead villagers for every German killed. Kathleen's brother Sheldon is concerned that his sister is harboring fugitives, and due to his newly made German connections is able to acquire a car and transport them to another farm. Baron Von Rheingarten forms and attachment to Felicity and takes to following her to her favourite spot in the garden to chat. Eugene gives himself up as a POW. Philip is unable to do so as the Baron has seen him in his parents garden. It soon becomes clear to the Baron that there is a second spy. Bernhardt offers Angelique a peace offering in the form of eggs, but she sees this as a form of intimidation. He later visits her fathers grave as further proof of his wish for them to be friends. The photo shop assistant, Zelda, is asked to the 50/50 club by German Officer Walker. At the club he proceeds to tell her his vie

Eugene La Salle is executed for spying. Philip Dorr witnesses his death, as he is posing as Mr Brotherson and working at his parents house. James Dorr is disgusted with the execution as is the whole island. Later that night the Baron and Mr Dorr come to blows when the Baron is rude to Felicity. Prostitutes arrive from France for the Germans. Kathleen Jonus is taken to hospital by the Germans and treated as a prostitute. They try to make her confess who the second spy is but she refuses. Angelique is also mistreated by the Germans as they pretend to think she is a prostitute. Bernhardt rescues her and they later admit their mutual attraction but accept they are still enemies. June goes to work singing at a German party and feels guilty for enjoying herself. Walker is increasing his attentions towards Zelda, little guessing she is Jewish. She refuses to go to a party with him, which angers him. Later at the party he tries to use a local girl for sex but is interrupted by Felicit

Eugene la Salle's parents visit the spot where he died but are moved on by the Baron. The Baron takes a liking to Philip Dorr, little knowing he is an English spy. Angelique is worried that Bernhardt is dead after a big raid. She agrees to accompany Philip as his date when he goes on a mission. She uses it as an opportunity to find Bernhardt. When she does they passionately embrace. The Islanders trick the Germans out of a pig and enjoy a feast. Cassie Mahy has started an affair with Wimmel, her partner in the black market. She is however flouting German decree. Zelda is found out to be a Jew by Walker. He declares that in return for his silence she must sleep with him. Zelda runs away and is hidden by Cassie.

June is singing at the 50/50 club where a German Officer accompanies her on the piano. A local boy accuses her of being a collaborator and throws a glass at her. She is hit in the face. June goes to the photo shop and discovers her sister is in love with Bernhardt. Walker finds the man responsible for hurting June and beats him to death with the butt of a pistol. James Dorr confesses to the La Salles that he was responsible for their sons death. He then gives Philip as much information as possible about the Germans for when he returns to England. Wilf offers his boat for Philip to escape in. Zelda also wishes to escape and is offered a chance to go on the boat. Wilf takes Wimmel fishing in order to leave his boat by the cliffs but the plan goes awry. Wilfs son shoots at Wimmel, using a gun bought from a drunken German officer, believing his father to be in danger. Philip and Zelda try to escape later that night but are intercepted. Zelda manages to escape unnoticed back to Cas