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The eight-year marriage of Liyan and Yuwen has left them both unfulfilled and distant. A visitor arrives from Shanghai, a doctor who's an old school friend of Liyan's and, unbeknownst to her husband, Yuwen's childhood sweetheart.

Set in China in the 1930s, the film is about the unsettling relationship between three characters. Ing'er, the daughter of a theatre-owner, welcomes the return of Shao-dung, her fiancee and a fine cellist from America. Shao-dung soon finds himself captivated by the opera "Fleeing By Night" and its celebrated actor, Lin Chung, whose voice seems to articulate something within himself. While Shao-dung attempts to blend eastern and western music, Ing'er becomes torn between her affection for both men, and an awareness of the growing intimacy between them.

Can infertility cause you to find your own replacement? Da Ma (Gui Ya Lei), known as Madam Rong, is infertile. Because she can't bear any children for her husband, Rong Yao Hua (Kou Shi Xun), he ignores Da Ma and spends all of his time with the beautiful Yan Hong (Jia Ni) at the brothel. Da Ma meets Xiu He (Zhou Xun), an innocent farmer's daughter, who reminds her of the way she looked when she was younger.