The film takes places shortly before and during the Japanese occupation of Hong Kong during World War II. The story of three young friends focuses on their sufferings as Hong Kong falls under oppressive occupation.

Years later, a woman narrates her personal story of the Japanese takeover of Hong Kong in 1941. She's Nam, young, attractive, daughter of a wealthy rice merchant, and prey to painful, disabling seizures. Her boyhood friend is Coolie Keung, whose family used to have wealth; he's now impoverished, a tough kid, a leader, in love with her. Into the mix steps Fei, cool and resourceful, an actor from the north, intent on getting to Gold Mountain in the US or Australia. They form a trio, but the day they are to leave Hong Kong, the invasion stops them. Fei must rescue Keung from collaborators, Nam falls in love with Fei, and danger awaits their next attempt to escape.