In 1937, Manchuria had already been occupied by Japanese forces. Koo Ping On (Myolie Wu) and a brother-like Tin Hau Yi (Ron Ng) brought their sick mother to Nanjing. They were looking for Koo Maan Chuen (Lau Dan), who owned the biggest rice company in Nanjing. They intended to stay with Koo Maan Chuen, but they are segregated.
Eventually, Nanjing fell to Japanese forces. On was shocked to find out that Yi was actually the son of Japanese military officer Tsuyoshi Matsuda (Shek Sau). She also discovered that Yi, whom she considered to be her fiancé, was actually in love with Tsang Yuet Fung (Leila Tong), the fourth wife of her father. Eventually Fung fell in love with Yi too.
Afterwards, Poon Sai Cheung (Sunny Chan), who helped the Japanese, bought On. She was distraught. In the end, she unexpectedly fell in love with this man whom she had first hated with a passion and believed to be a traitor
The background of the plot was set in Nanjing during World War II, and the characters live through the infamous Rape of Nanking.