 In Paris, a few months before the Nazi invasion, the manipulative actress Viviane Denvers (Isabelle Adjani) uses her former sweetheart Frédéric Auger (Grégori Deràngere) to hide the body of a man killed by her. Frédéric hits the car, the dead man is found and he is sent to prison. When the Germans invade France, Frédéric escapes with another prisoner, Raoul (Yvan Attal), and they become friends. In the runaway to Bordeaux, they meet in the train Camille (Virginie Ledoyen), the young assistant of the physicist Professeur Kopolski (Jean-Marc Stehlé), who is trying to leave France with his research of heavy water. Once in Bordeaux, the group meets Viviane with her new lover, the minister of state Jean-Étienne Beaufort (Gérard Depardieu), and is chased by a German spy, the journalist Alex Winckler (Peter Coyote), while Paris is falling and the population is confused.