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In this sprawling, star-laden film, we see the struggles of various French resistance factions to regain control of Paris near the end of World War II. The Nazi general in charge of Paris, Dietrich von Cholitz (Fröbe), is under orders from Hitler himself to burn the city if he cannot control it or if the Allies get too close. Much of the drama centers around the moral deliberations of the general, the Swedish ambassador (Welles), and the eager but desperate leaders of the resistance.