1938, Guy returns to Paris, where he is ignored by Gilda, who feels his abandonment of her was a form of betrayal. Six years later, Guy is working as a spy with the underground in occupied Paris under the auspices of British intelligence. He learns that Gilda has taken Nazi Major Franz Bietrich as a lover and visits her in their old apartment, where the two make love. The following morning she tells him their affair is over and the two can never see each other again. D-Day is approaching, and Guy throws himself into his work. One day he arrives at a café to meet a contact, but instead is approached by Gilda, who has overheard her German lover plotting a trap and has come to help him escape in cleric's clothing she has concealed in the restaurant's washroom. That night, he and his associates destroy a rail station, but only Guy manages to elude the German soldiers. Guy returns to London, where he discovers Gilda joined the Resistance a few years earlier. With the occupation of Paris having come to an end, he realizes that the locals, who had long regarded Gilda as a Nazi sympathizer and traitor, will seek revenge. As he returns to Paris to find her, Guy is unaware that Bietrich has been killed in Gilda's apartment and that she has been taken captive by a mob intent on avenging the deaths of their loved ones. She is finally killed, off-camera, by a local youth to avenge the death of his sister. The movie ends with Guy in Gilda's ransacked apartment reading the last letter written by her to him. Cast Charlize Theron as Gilda Bessé Jolyane Langlois as 14 Year old Gilda Penélope Cruz as Mia Stuart Townsend as Guy Malyon Thomas Kretschmann as Sturmbannführer (Major) Franz Bietrich Steven Berkoff as Charles Bessé David La Haye as Lucien Karine Vanasse as Lisette Gabriel Hogan as Julian Elsworth John Jorgensen as Django Reinhardt Christine Solomon as Parisian Woman #2 Production The film was shot in London, Cambridge, Montreal, and Paris. The soundtrack included "Parlez-moi d'amour" by Jean Lenoir, "Blue Drag" by Josef Myrow, "Minor Swing" by Stéphane Grappelli and Django Reinhardt, "Big Jim Blues" by Harry Lawson and Mary Lou Williams, "La rumba d'amour" by Simon Rodriguez, "Vous qui passez sans me voir" by Charles Trenet and Jean Sablon, "My Girl's Pussy" by Harry Roy