In 1934 Berlin, a Jewish woman, Felice (Schrader), survives the war stricken city under a false name and as part of an underground organization. She meets Lilly (Köhler), a devoted mother and unfaithful wife looking for love. A passionate love blossoms between the two, and although all of Felice's friends flee to avoid persecution, she decides to stay, unaware that the Gestapo is on her trail.