France, 1940. In the first days of occupation, beautiful Lucile Angellier (Michelle Williams) is trapped in a stifled existence with her controlling mother-in-law, Madame Angellier (Dame Kristin Scott Thomas), as they both await news of her husband: a prisoner of war. Parisian refugees start to pour into their small town, soon followed by a regiment of German soldiers who take up residence in the villagers' own houses. Lucile initially tries to ignore Lieutenant Bruno von Falk (Matthias Schoenaerts), the handsome and refined German officer staying with them. But soon, a powerful love draws them together and leads them into the tragedy of war.