War clouds may be gathering over Europe, but Gilda (Charlize Theron) still chooses to live her life solely for pleasure. A restless free spirit, she has travelled the world in search of passion and excitement only to find it in a romantic menage-a-trois with Guy (Stuart Townsend) and Mia (Penelope Cruz), two friends with whom she shares an apartment in Paris. But when desire turns to guilt and both her lovers leave to fight in the Spanish Civil War, an abandoned Gilda vows never to see them again. Six years later, with liberation just days away, Guy returns to occupied Paris as a British spy, only to discover that Gilda is the privileged mistress of a German officer. Dismayed, Guy is now forced to make the most difficult decision of his life: to let Gilda suffer a traitor's fate or rescue the woman he once loved.