Rachel, a young Jewish girl hiding from the Nazi's during World War II in The Netherlands, sees her hiding place blown up. She escapes with her rescuer, a young sailor, but the boat sails into a trap set by the Germans. She escapes and joins the resistance, and under the false name Ellis de Vries she meets SS-hauptsturmführer Ludwig Muntze on a train smuggling weapons. She goes to his headquarters to meet him again and gain his trust, and soon they fall in love.She joins his office as a spy, but when someone within the resistance betrays her, she is now seen as an enemy betraying both sides. All that's left to do is run with the man she learned to love and find a way to prove her innocence by finding the real betrayer.