The year is 1940.
American musician Oliver Carmichael is have a great time in Paris playing jazz in a night club. He is still with mixed feelings when he sees his ex-fiancee with another man but he does have the pleasures of an older woman to soothe his pain, as well as that of a young man living next door. When the Nazis invade the city and many of his French friends join the Resistance. That is when someone from the embassy asks him to keep tabs on his friends' actions. And soon he is asked to do even more.