Film shows Japanese invasion and occupation of the Philippines Islands in 1942. Reel 1, shows map of the Philippines Islands; the Catholic Church of Manila, four times destroyed and rebuilt; cyclists, horse-drawn carriages, pedestrians. Japanese occupation troops in the streets around the Rizal monument six months after war began; U.S. advertising signs; and Japanese placards on walls calling for Japanese Filipino cooperation. Reel 2, panorama of Manila Bay; closeups of individual Japanese soldiers; animation of Bataan Peninsula with routes of victorious Japanese indicated; truckloads of Japanese troops pass ruins of San Fernando; sign in Japanese market: "Army wants to buy pigs, fish, vegetables, chickens, etc. For sale rice, sugar. salt, soap, cigarettes. Transactions with Japanese money. "Filipino women buy and sell at Japanese market, Japanese soldier passes out English language newspaper "The Tribune" Filipino workmen construction building for Japanese army, Gen. Homma appears with his staff, Japanese tanks and cavalry advance along road, Filipinos fish, trucks pass Guagua and Orani as well as Dalupirit, Japanese troops unload rice at Mariveles and Olongapo, Japanese soldier distributes largess to Filipino children, Filipino women mill grain and men dress fish. Japanese sentry stands guard. Reel 3, Japanese troops, tractors, tanks, and pk. animals advance along road to Orani under air cover; trenches and barbed wire hung with tin cans are inspected at Salaman; Gen. Homma appears; Japanese fighters fly overhead; Japanese troops examine wreckage of USAAF B-17 and B-18, Japanese gd. crewmen bomb up aircraft: Japanese examine captured U. S. coastal def. howitzer; Japanese planes bomb U.S. positions; Japanese troops play volleyball, baseball, and ping-pong; night-flight flares are placed on field where Japanese planes are parked; a meteorologist releases a weather balloon; and controller checks flightbd. in op. room. Reel 4, Japanese troops slash through jungle with machetes, use range finders, fire heavy artillery, and tanks and trucks move up under air cover; Japanese signal troops lay Wire; Taiwan labor troops carry ammunition; Japanese troops rub down, shoe, water, and curry horses at supply dump in the jungle, attend mail call, and read their mail. Japanese signal to plane with ground panels and plane makes a message pickup with a skyhook. Reel 5, Japanese big guns fire on Bataan; Japanese troops encamped in jungle cook food, pile sandbags, listen to officer's speech, perform a South Pacific native dance for their comrades, and bath in stream. Japanese planes drop surrender leaflets on U. S. lines with photos of women and children; cartoons depict MacArthur's flight and call for Filipino troops to desert the U. S.; leaflets are loaded into art. shells; Japanese bombers take off; tanks move up; art. fires. Reel 6, cam. Japanese tanks and infantry advance through jungle under fire; Japanese snipers, mach. guns, auto. rifles, knee mortars, and art. fire; a column of Japanese troops cross a bridge under air cover and give banzais; U.S. Med. corps men and grenades are shown. Gen. King attends a surrender conf. Reel 7, Japanese troops, pk. animals, and trucks move along dusty road and cols. of U. S. and Filipino POWs march to the rear; U. S. and Filipino troops surrender; Japanese infantry, staff car, and pack animals cross bridge and move through ruins towards Mariveles; Japanese and U. S officers, including Gen. Jones, attend a surrender conf.; long cols. of refugees and U. S. and Filipino POWs move along roads; refugees are fed at Japanese army field kitchen. Reel 8, Japanese troops wander through ruins of Mariveles nav. base and inspect captured U. S. bulldozers, power shovels, trucks, tractors searchlights, machine guns, rifles, bayonets, shoes, helmets, gas masks, automatic rifles, cartridges, bombsand shells, sacks of cement crosses for graves, and a U. S. mil. cemetery, comparing burial of U. S. and Filipino troops. Shots of a Japanese treetop obs. post and Japanese planes over Corregidor. Reel 9: shows maps of Manila Bay, Bataan Pen., and Corregidor; Corregidor Island offshore; U.S. POWs on Corregidor taking salt tablets and eating at fld. kitchen; heap of medical supplies; flashbacks of Gen. MacArthur; artillery shells in underground storeroom; Corregidors cent. fire control room, and U.S. disappearing gun firing; shots of U.S. POWs; Japanese artillery firing on Corregidor; Japanese in treetop obs. post directing fire; Japanese planes in air; Pr. Higashi-Kuni at front; Gen. Homma on horseback and poring over maps; and Japanese veterinarian giving anti-malarial injections to cavalry horses. Reel 10: Japanese offs. on Bataan study map, fires on Corregidor, officer peers through range finder, planes bomb Corregidor, Japanese infantry move up and clean their weapons in camp as they prepare for an assault on the island, infantry. bd. landing craft at Limay. Reel 11: map of Corregidor shows U.S. positions and the mission of each Japanese unit; panorama of blasted trees, sunken ship in bay, and wrecked U.S. forts.; white flag of surrender flies over the island, Gen. Wainwright and Gen. Beebe attend. surrender conf. with Gen. Homma, U.S. flag comes down; Japanese troops land on the island, give victory banzais, and raise Japanese flag. Reel 12: Japanese officers and Princes Higashi-Kuni and Takamatsu inspect wrecked U.S. gun emplacements on Corregidor, including Battery Crockett, and exam. U.S. guns on the island. U.S. POWs are treated in underground hospital and eat in mess hall. Reel 13: shows captured U.S. POWs, including Army nurses, on Corregidor; U.S. flag crumples on the ground; closeups of Gen. Beebe, Col. Bowles, Gen. Wainwright and Gen. Moore; Roosevelt speaking with marching ft. of Japanese infantry. in foreground and U.S. flag on ground dwindling in the background and the Japanese flag going up. Reel 14: Japanese army parades in victory through Manila; newspapers announce the fall of Corregidor; Gen. Homma rides down street on horseback and planes roar overhead, tanks, tractor-drawn artillery, troops, Filipino policewomen, personnel of the Phil. Gen. Hospital, Thai and Indian students, students of the University of the Philippines, and members of Manilas German, Italian and Japanese community march by in review. Gen. Homma sits on the reviewing stand holding a samurai sword as Japanese flag is raised, crowds cheer and release balloons, and a map of Japanese conquests in the Pacific is shown.