December, 1937. British newspaperman and recent Oxford grad George Hogg (Jonathan Rhys Meyers) has come to Shanghai in hopes of capturing the story the rest of the world is largely ignoring: The brutal occupation of China by the Japanese, particularly the near total destruction of the city of Nanjing. The Japanese have closed that besieged city to the foreign press, but Hogg manages to wrangle a Red Cross passport from a young American who'd rather return home to his fiancee, and Hogg and countryman Brit Barnes (David Wenham) slip into Nanjing. What Hogg sees shocks him so badly that he can barely keep the camera still as he photographs images of the wholesale slaughter of civilians by Japanese soldiers, and he barely escapes with his own life. Hogg is saved at the last minute by "Jack" Chen (Chow Yun-fat), leader of a Chinese communist resistance group, and nursed back to health by Lee Pearson (Radha Mitchell), an intrepid Army wife-turned-nurse who's been aiding the Chinese for the past five years. His pacifist ideals badly shaken by what he's witnessed, Hogg vows to join Jack and his militia group in their struggle against both the Japanese and the Chinese Nationalists. Jack and Lee both insist must first recuperate somewhere safe, and they know just the place: an old schoolhouse in Huang Shi. When Hogg finally arrives at the remote location he finds the "school" little more than an orphanage filled with half-starved, lice-infested boys whose families have been shattered by the war. The boys are understandably suspicious of this western stranger but Hogg soon wins them over. He restores the electricity by repairing the steam-run generator, organizes English classes and, with the help of a local merchant (Michelle Yeoh) and the boys themselves, turns the surrounding land into a small, thriving farm. But the Japanese threat is never far away, and when Hogg is warned that his boys will be conscripted by the Chinese Nationalists, he makes plans to move them someplace safe but far away: remote Shandan, a town on the edge of the Gobi Desert. To reach it, Hogg and his 60-odd charges must to cross some 700 miles of treacherous terrain crawling with Japanese soldiers.
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