Gilda (Charlize Theron, Monster) and Guy (Stuart Townsend) meet and become lovers at Cambridge University, England in 1933. A few years later, she invites him to her photography show in Paris, where Mia (Penélope Cruz) is one of her models. Gilda and Guy become lovers again in Paris in the context of the growing violence in Spain and the German aggression, and Mia, Gilda's former lover, lives with them.

Guy is a political activist and decides to go fight the fascists in Spain. Mia is from Spain and goes back with him to work as a nurse in the war. Gilda doesn't understand and sees the departure of the two people she loves as a betrayal. Mia dies in the war, and when Guy comes back, Gilda doesn't want to have anything to do with him. Both later work against the Nazis in Paris.

Very little of what one would call explicitly lesbian content, but Gilda and Mia's friendship and love are a central part of the film.