Ram Bowen (Paul Newman) and Eddie Cook (Sidney Poitier) are jazz musicians who live for music. Their Paris is one of underground, smoke-filled Jazz bars and the rain-drenched streets of the Left Bank at night. However their carefree idyll is disturbed when two American tourists (Joanne Woodward and Diahann Carroll) enter their lives, and against the backdrop of music and moonlight, they find themselves falling in love. All too soon, however, romance is put to the test, as the men find themselves torn between their love for the women, and their passion for music.