The old sea-captain retires, but the next day German World War II occupation of Norway begins. He then kisses his wife good-bye and is off to Regiment HQ. There he finds a lack of leadership and morale that offends him. They even laugh at him and his out-dated uniform and discontinued second lieutenant officer-rank, that he had earned years before. He is sent with a few men to blow up a bridge. The young men laugh at him and generally ignore his advice. When the bridge fails to collapse, he does the job himself. He returns to HQ to find that its officers have voted to surrender. He leaves the HQ with a few men, taking trucks and supplies to continue the fight, often at odds with the remainder of army leadership. He rebuilds a small fighting unit with volunteers and draftees and he achieves some battlefield success. Eventually his men abandon him, and he faces a German attack alone.