Charlie Martin has three problems. He cannot stand another day of school and would rather be a musician the Nazis have occupied his city and he seems to have fallen in love with someone who may be more than he can handle.

This is Paris during World War II Gestapo agents resistance fighters and the proto-punk Zazou gang who regularly battle it out with German soldiers in illegal dancehalls. When Charlie meets Eddie a young Zazou who plays sax they decide to start a band.

For Charlie his dreams seem to be coming true but nothing is ever as it appears in the occupied city. Something big is brewing and 15-year-old Charlie might be at the center of it.