The year is 1936 and the beautiful Gilda Bessé (Charlize Theron) is a rising star in the Parisian art scene. Life is perfect until her lover, Guy Malyon (Stuart Townsend), and her roommate, the Spanish-born model Mia (Penelope Cruz), leave for Spain to aid in the Spanish Civil War.
Many years later and working for British intelligence as a spy in occupied Paris, Guy is surprised to learn that Gilda has taken a Nazi officer (Thomas Kretschmann) as a lover. After the occupation ends, Gilda knows she will be taken as a Nazi sympathizer. Braving the fighting in the streets, Guy returns to Paris to find Gilda, racing against time and history hoping to reunite with his love one last time.