After Germany invades Poland in 1939, the Nazis decree that 350,000 Warsaw Jews be forcibly moved into a cordoned area known as the Warsaw Ghetto. Idealistic teacher Mordechai Anielewicz (Hank Azaria) decides the Jews must rise up against the Nazis and creates the Jewish Fighting Organization (JFO). He tries to secure the support of Adam Czerniakow (Donald Sutherland), the morally conflicted head of the Warsaw Ghetto's Jewish Council, but Adam declines because he knows that any act of resistance will provoke the Germans to retaliate by killing innocent Jews. Determined to mobilize a resistance alone if he has to, Mordechai recruits his friends and covert couriers whose ability to pass as Aryan helps them smuggle in arms and explosives from the Aryan side of the city, building up an arsenal to fight the Nazis.
When the Germans begin deporting 300,000 Jews to the Treblinka death camp, the JFO begins acts of resistance that culminate with ghetto fighters firing their first gunshots against the Nazis. When it becomes clear that the JFO is a force to be reckoned with, the German High Command sends in General Stroop (Jon Voight), who is determined to end the uprising in two or three days.
Capturing the horror that unfolds is Fritz Hippler (Cary Elwes), a filmmaker assigned by Hitler's chief propagandist to promote anti-Semitism with a film about Jewish life in the ghetto.
When the Nazis continue to suffer more casualties in their battle with the ghetto fighters, General Stroop decides to raze the ghetto. But even that can't stop the JFO. Forced to go underground into bunkers but energized by their success, the resisters fight on, ultimately holding off the Nazi army longer than the entire country of Poland. They're determined to live with honorand if need be, die with honorwhile lighting the torch for resistance in the occupied territories.