In an empty theatre at the end of the pier the cast of the Fairbourne Follies gathers round the radio to hear Neville Chamberlain declare war on Germany. Four firm friends are forced to part. Rose, the beautiful dancer, must return to her family in London and the blitz, leaving singer Richard to enlist in the army with their relationship still unresolved. Gay, asthmatic Merry, the musical director, is destined for the army too, while the object of his unrequited love, charismatic magician, Felix, chooses the RAF. Before long, Rose joins a group entertaining the troops in France. The Nazi war machine however is fast and merciless on the land and in the air and soon all of them find themselves in terrible danger. And as they are struck by the brutality of war they realise exactly who is most important to them and despite the odds, and in terrible circumstances, they determine to find each other again.