A resistance group composed of Italian soldiers and civilians in the north of Italy in 1944 struggle to throw out the enemies of freedom, both Germans and Fascist Italians. The leader of the resistance, plus his girlfriend, and one of the Fascists, grew up together. The Fascists, of the dreaded group called the Black Brigades, work with the Germans to try and destroy the freedom fighters. The patriots, who call themselves the "Sword of Brescia" strive to harass the enemy and help the Allied advance up the boot of Italy. The woman loses her parents in a German reprisal execution, and makes the fateful choice to help the resisters in killing a police collaborator. This helps set up the final fight, in which the "Sword of Brescia" joins the uprising throughout northern Italy in April 1945 to help liberate their city before the American Army arrives.