 On October of 1945, the American German descendant Leopold Kessler (Jean-Marc Barr) arrives in a post-war Frankfurt and his bitter Uncle Kessler (Ernst-Hugo Järegård) gets a job for him in the Zentropa train line as a sleeping car conductor. While traveling in the train learning his profession, he sees the destructed occupied Germany and meets Katharina Hartmann (Barbara Sukowa), the daughter of the former powerful entrepreneur of transport business and owner of Zentropa, Max Hartmann (Jørgen Reenberg). Leopold stays neutral between the allied forces and the Germans, and becomes aware that there is a terrorist group called "Werewolves" killing the sympathizers of the allied and conducting subversive actions against the allied forces. He falls in love for Katharina, and sooner she discloses that she was a "Werewolf". When Max commits suicide, Leopold is also pressed by the "Werewolves" and needs to take a position and a decision.