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An American mortician, John Miller (Bale), arrives in Nanjing in order to bury the foreign head priest of a convent for Catholic girls, just after the city was bombed and invaded by the Japanese forces. A short time after his arrival at the convent, a group of flamboyant prostitutes from the local red-light district find their way to the compound looking for shelter, as foreigners and foreign institutions seem to be left alone by the marauding Japanese soldiers. While the prostitutes hide out in the cellar, Miller struggles with and finally gives in to his feelings of responsibility to protect the teenage schoolgirls, and poses as the convent's priest when the compound is repeatedly visited by Japanese soldiers looking for girls to rape. With the help of Chinese collaborator Mr. Meng (Kefan), who is the father of one of the girls, he starts to repair the convent's truck in case there should be an opportunity to bring the girls out of Nanjing.

Japanese Colonel Hasegawa (Atsuro Watabe) finally promises to protect the convent by placing guards in front of the gate, and requests that the girls sing a choral for him. After the perfomance, he hands Miller an official invitation for the girls to sing at the Japanese army's victory celebration. Fearing for their safety (especially since the guards' main concern seems to be not letting any of the girls leave the compound), Miller declines. Kato informs him that it is not a request, but an order and that the girls are going to be picked up the next day. Before they leave, the Japanese soldiers count the girls and erroneously include one of the prostitutes (who has strayed from the cellar looking for her cat), totalling 13.

• Christian Bale as John Miller
• Ni Ni as Yu Mo
• Zhang Xinyi as Shu
• Tong Dawei as Major Li
• Atsuro Watabe as Colonel Hasegawa
• Shigeo Kobayashi as Lieutenant Kato
• Cao Kefan as Mr. Meng
• Huang Tianyuan as George Chen
• Han Xiting as Yi
• Zhang Doudou as Ling

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