The film is set in 1940s Shanghai and Hong Kong. Bai Liu-Su (Cora Miao) is an introverted divorcée who has her fair share of misery after breaking up with her good-for-nothing husband. Her large, extended family feels she has shamed them through divorce. Her situation at home has become unbearable. A charming Malayan businessman based in Hong Kong, Fan Liu-yuan (Chow Yun-Fat), who is always surrounded by women, happens to visit Shanghai and becomes interested in Bai after chancing on her through mutual friends. Fan sees in Bai what many others don`t and tries his best to make her fall in love again. A middle-aged couple tries to match make the two. Bai takes a gamble and decides to visit Hong Kong with the Japanese invasion of China looming, willing to risk all just to get out of her awkward family situation, even though she fell for Fan, future was uncertain. It is only through surviving war-torn Hong Kong as civilians that the two realize that they truly love each other.