When the Nazis occupy Paris during WWII, an American woman (Constance Bennett) separated from her French husband (George Rigaud) and an Englishwoman (Gracie Fields in her final film role) find themselves trapped in German occupied France. But the women organize an underground organization to smuggle Allied troops out of the country. Based on the non fiction book by Etta Shiber describing how she and a colleague helped British pilots escape from Nazi Germany. The film version (produced by Bennett herself) takes "artistic license" from the book to make a typical WWII adventure. It would have fared better with a more documentary like approach rather than the often sentimental scenario presented here. Fields' character is irritatingly inconsistent. In one scene, she's a no nonsense Brit who takes matters into her own hands and in another scene, she's suddenly weak and confused. The film apparently was shot in Hollywood but it does manage to convey what feels like an authentic atmosphere of the chaos of Paris during the waning days of WWII. The Oscar nominated score was composed by Alexandre Tansman. With Kurt Kreuger, Vladimir Sokoloff, Eily Malyon and Jay Novello.