June 1940. German troops are advancing on Paris. Odile, a widowed teacher, succumbs to the widespread panic and, with her two children, joins the exodus from the city. Philippe is on the cusp of adolescence, Little Cathy knows only that they are going South. After fifty kilometres, a German plane attacks, decimating the helpless refugees. Odile and her children lose everything. A shaven-headed youth appears from nowhere and leads them away from the carnage. His name is Yvan, he's seventeen years old. Cut off from the rest of the world and living in confined quarters, Odile and Yvan find themselves confronted with their own desires.