Holland, Belgium, Norway, and once-mighty France: One by one, allied and neutral countries alike find themselves outmaneuvered and overrun by a ruthless, seemingly unstoppable Wehrmacht. Rare footage reveals British and French forces packed like sardines on the beaches of Dunkirk, panic and exodus from Paris, German soldiers gloating over their captives or stuck in military traffic in the Ardennes, the burning of Rotterdam, and the terrifying sirens of Stuka dive-bombers as they slaughtered soldiers and civilians alike. The fear and anguish of ordinary Europeans are brought to vivid life as, one by one, their countries share the terrible fate of Poland.