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In a peaceful Ukrainian village, five young friends set out for a walking trip to Kiev, but their travels are interrupted when they are suddenly attacked by German planes, in the first wave of the Nazi assault on the Soviet Union. When the village itself is attacked and occupied, most of the men flee to the hills to form a guerrilla unit. The village is placed under the command of a Nazi doctor, von Harden (Erich von Stroheim), who begins using the children as a source for blood transfusions for wounded German soldiers, although some of the children lose so much blood that they die. When the men find out they stage a rescue operation to save the children and reclaim their village.