In Brooklyn circa 1900, the Nolans manage to enjoy life on pennies despite great poverty and Papa's alcoholism. We come to know these people well through big and little troubles: Aunt Sissy's scandalous succession of "husbands"; the removal of the one tree visible from their tenement; and young Francie's desire to transfer to a better school...if irresponsible Papa can get his act together.

As the Allied forces approach Paris in August 1944, German Colonel Von Waldheim is desperate to take all of France's greatest paintings to Germany. He manages to secure a train to transport the valuable art works even as the chaos of retreat descends upon them. The French resistance however wants to stop them from stealing their national treasures but have received orders from London that they are not to be destroyed. The station master, Labiche, is tasked with scheduling the train and making it all happen smoothly but he is also part of a dwindling group of resistance fighters tasked with preventing the theft. He and others stage an elaborate ruse to keep the train from ever leaving French territory.