The third film of Frank Capra's 'Why We Fight" propaganda film series, dealing with the Nazi conquest of Western Europe in 1940.
| Actor | Role |
|---|---|
 Knox ManningNarrator | Narrator |
 Murray AlperBit Role | Bit Role |
| GGeneral BergeretSelf - in Railway Carriage with Huntziger (archive footage) | Self - in Railway Carriage with Huntziger (archive footage) |
 Monte BlueBit Role | Bit Role |
| KKarl BrandtSelf (with jubilant Hitler, to his right) (archive footage) | Self (with jubilant Hitler, to his right) (archive footage) |
| MMaurice BrierreBit Role | Bit Role |
 Winston ChurchillSelf - with de Gaulle and Giraud (archive footage) | Self - with de Gaulle and Giraud (archive footage) |
 Ann CodeeBit Role | Bit Role |
 Richard Walther DarréSelf - Speech (archive footage) | Self - Speech (archive footage) |
 Charles de GaulleSelf - with Churchill and FDR (archive footage) | Self - with Churchill and FDR (archive footage) |
 Walter HustonNarrator | Narrator |