During World War II, the Japanese forces push their way into Burma and threaten to invade British India at the end of 1942. Caught in a flood of war refugees fleeing Burma, R.A.F. Flight Lieutenant Michael Quinn (Sir Dirk Bogarde) and a fellow Officer are retreating toward the Burma-India border. The disorganized column marching under the intense scorching sun runs into a Japanese ambush. Under a hail of fire, they all scatter in all directions. Quinn and his comrade head for the desert. After a few gruelling hours of walking in the infernal desert, they finally reach a British Army outpost. In 1943, Quinn is sent for a bit of rest and relaxation. He's spending his time skiing in the Indian mountains and relaxing at the New Everest Hotel where his Indian orderly, Bahadur (Marne Maitland), constantly spoils him. Fellow R.A.F. Flying Officer Peter Munroe (John Fraser) shows up at the hotel and informs Quinn that no one is leaving for Britain yet. Munroe also tells Quinn that the two of them have been selected to join a group of British officers who will learn the Japanese language in order to work for Army Intelligence and interrogate Japanese P.O.W.s. Upon their arrival at the Mayfair Hotel in New Delhi, the R.A.F. officers meet other British officers assigned to their language school. Amongst them is the pompous and arrogant R.A.F. Squadron Leader Fenwick (Ronald Lewis), who claims to forego all of the formalities for the sake of friendship, since he's just a fellow student, despite his higher military rank. For their language classes, the officers must travel to the military barracks known as the Red Fort. The man in charge of the language school is a Brigadier General (Anthony Bushell). Their language instructor, Itsumi San (Tadashi Ikeda), is a Japanese man who speaks English and who was released from a British internment camp for enemy aliens to lend a hand. Another Japanese instructor is set to arrive in a few weeks time. When she arrives, young and beautiful Japanese girl "Sabby" (Suzuki San) (Yôko Tani) captures everyone's heart and imagination. Many British officers fantasize about dating her, but the lucky one is Flight Lieutenant Michael Quinn. A strong relationship starts developing between Suzuki San and Quinn. Unfortunately, many British still view her as a Japanese enemy. Can her relationship with Michael Quinn blossom, thrive, and survive?