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The Japanese have invaded the Philippines and things are not going well for the American forces. Short of men and supplies, Col. Joseph Madden (John Wayne)
is ordered to go into the hills and organize guerrilla opposition to the Japanese occupiers. He encounters an American teacher named Bertha Barnes (Beulah Bondi), who at first resists his efforts to recruit the villagers. Col. Madden discovers that he needs something more to inspire the Filipinos and rescues Capt. Andrés Bonifácio (Anthony Quinn), the grandson of a famous Filipino freedom fighter, from the Bataan Death march, but he has no will to fight due to the betrayal of Dolici Dalgado (Fely Franquelli). She was Capt. Bonifácio's former fiancee and has gone over to the enemy and is making radio broadcasts for the Japanese. Can Col. Madden turn the situation around and organize an effective guerrilla operation?