Matt (Richard Gere) and John (William Devane), U.S. soldiers stationed in England during World War II, are both beginning affairs with British women, but they soon find their romances complicated by moral dilemmas and a clash of cultures. Jean (Lisa Eichhorn), a girl from a working class family, has caught Matt's eye, and John is trying to woo the elegant Helen (Vanessa Redgrave). However, both woman are already involved with local men who have left for the front.