Oton, a young boy, is growing up while his hometown Ljubljana changes, from 1934, when King Alexander of Yugoslavia is killed in France, through first the Italian and then the German occupations of the city, until the arrival of Communism. Oton learns the difference between men and women; the experience makes him swear eternal love to his friend Marjana. His hopes are dasher, however, when the Italian occupying forces invade Ljubljana in 1941. Oton, at that time in grammar school, hates the Italians and joins the underground resistance movement. Marjana slowly changes and forgets her old friends. She draws away from Oton as she falls madly in love with Giorgio, an Italian officer lodging in the apartment of Oton's parents. With time, the Italian occupying troops become increasingly brutal.