Opening scene shows a cathedral and houses near the English Channel coast in World War 2. German troops, part of a force of 100 Divisions, are seen advancing through French towns toward the coast. A German army band leads some. Others march through the countryside. Close-up of some ot the marchers, along with a Sd.Kfz.9 Half-Track pulling an artillery field piece. A column of German army trucks raising dust on a French country road and many waiting in line to cross a canal. A covered German halftrack pulling a covered trailer across a partially collapsed bridge. View from a moving railroad train with German troops and one manning an MG-08 machine gun on an open flat car. German soldiers in a "bucket brigade" passing cargo, including jerry cans, being off-loaded from a German Junkers Ju-52 transport plane at a grass airfield in France. A German Krupp K5 railway gun being run up an elevated rail. Imaginative animated map showing Nazi-dominated Europe in contrast to the British Isles. British troops marching. Change of scene to the beachhead at Dunkirk, France, during the mass evacuation of British forces ahead of approaching German armies. View from a British Destroyer of troops wading out through the water towards it. Close-up of two British soldiers being pulled from the water onto a boat, by two men in fowl weather gear. In skies above, British and German aircraft are engaged in aerial dogfights. A British Destroyer filled with soldiers evacuated from Dunkirk. Vickers/Maxim Octuple QF 2-pounder Mark VIII guns being fired by a British warship. British soldiers, some covered with oil, on the deck of a destroyer. Scene shifts to armor and weapons abandoned by the retreating British forces, including trucks, tanks, anti-aircraft guns and armored cars. Scene shifts to England where rescued soldiers begin ascending a gangway from the crowded deck of a warship to a pier above. Smiling British soldiers relaxing as they arrive on a pier. Many rescued soldiers getting organized on land. Narrator mentions that the losses of war materiel leave Britain short of its needs. Soldiers standing around a British Infantry Tank Mk.III Valentine. Soldiers manning a coastal defense machine gun position. Views of the British English Channel coastline. A British battleship (or Battle Cruiser) showing two forward triple gun turrets, is seen underway, ahead of an aircraft carrier. Silhouetted distance views of several British destroyers, and closer view on one escorting a supply shiip. (Narrator notes the British navy was absorbed in protecting supply lines all over the globe.) Animated map illustrates the overwhelming superiority of German Air Forces directed against Britain. view of British airfield displaying flag with Union Jack and RAF roundel. Several RAF personnel stand around an Avro Anson twin engine airplane, parked on the ramp. Several Supermarine Spitfire aircraft are seen parked on an airfield. Close-up of two flying in formation. View of St. Paul's Cathedral in the heart of London, England. British people are seen in a city and at home engaged in ordinary activities, scrubbing floors, chatting over drinks at a Pub, and waiting on a customer in a lady's shop. A farmer tends sheep in a field next to a church, where he converses with the Vicar. A baby crawls across pavement to his mother who reaches out from a doorway. New recruits in uniform mingle with people on a sidewalk. Mature women in uniform walk along with British Army officers in uniform. British sailor and an officer walk past the camera. A boy and older men at work in a field. Four businessmen dressed in civilian clothes are next seen in military uniforms, shouldering rifles. Home Guard civilians carrying rifles are trained in close order drills on a lawn. A home guard man points to a drawing of a tank as he asks a question during an outdoor training session. Recruits watch demonstrations with Browning M1917 water-cooled machine gun, and hand grenade launcher on Enfield rifle. A recruit takes his turn firing a single round (to save ammunition) from a Thompson M1921 submachine gun. He hands the weapon back to the instructor and returns to his place.

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