In 1924 Beijing, the youthful Douzi and Shitou are brought together under the thumb of the strict master of a small acting troupe. It quickly becomes apparent that these are the most talented of the master's pupils, and he pushes them harder than his other students. Thirteen years later, their suffering has paid off. Douzi, now going by the name of Chen Dieyi (Leslie Cheung), and Shitou, called Duan Xiaolou (Zhang Fengyi), are major opera stars, and their production, "Farewell My Concubine" is nationally known. The two are inseparable, until the woman Juxian (Gong Li) comes between them.