Gao Zhijian is the good friend of married couple Li Xiangmei and Hou Xinming. They live in the foreign settlement quarter of Shanghai. zhijian is a teacher,Xinming is involved in underground work against the Jpanese, while Xiangmei is a musician. The Pacific War erupts; the Japanese occupy the foreign settlements. Xinming is called off to work for the war effort, leaving behind his wife and blind mother. Zhijian aids Xiangmei and her mother-in-law with financial assistance. To earn money, Xiangmei becomes a song girl in a dance hall through the recommendation of her friend Liu Qing, arousing anger in Zhijian. Zhijian is soon arrested for teaching anti-Jpanese propaganda to his students and it is due to Xiangmei and Liu qing's efforts that he is released. From this,Zhijian learns of Xiangmei's difficulties and feelings of love grow between the two friends. The war ends. Xinming, minus an arm, returns to his wife and mother. Seeing his friend reunited with his family, Zhijian leaves.

Intrigue involving corrupt warlords and rebel spies in the Chinese provinces. Rebels take on the warlord power with brains and fearlessness.