Plot

From the roaring 1920s to the ruinous Spanish Civil War and Adolf Hitler's rise into power, the lives of an Irish schoolteacher, a provocative heiress and her Spanish muse are intricately interlaced, sharing the same destiny and passion.

On a rainy night in 1933, the young, rebellious and provocative heiress of a French champagne magnate, Gilda Bessé, storms into the quiet life of the timid Oxford undergraduate, Guy Malyon, taking him by surprise. And before he knows it, Guy is love-smitten, and taken in the Parisian apartment of the now famous photographer, Gilda, living under the same roof with her muse and Spanish political idealist, Mia. However, as Spain gradually succumbs to the Nationalists, Mia and Guy's commitment to the cause of the Spanish Republic will threaten to break up their bohemian and almost idyllic coexistence. In the end, as Adolf Hitler rises into power, can a war-torn Europe separate the three companions forever?—Nick Riganas

HEAD IN THE CLOUDS is a sweeping romantic drama set in 1930's England, Paris, and Spain. Gilda Bessé shares her Paris apartment with an Irish schoolteacher, Guy Malyon, and Mia, a refugee from Spain. As the world drifts toward war, Gilda defiantly pursues her hedonistic lifestyle and her burgeoning career as a photographer. But Guy and Mia feel impelled to join the fight against fascism, and the three friends are separated - seemingly forever.—Anonymous

In Paris in the year 1924, young 14-year-old Gilda Besse (Charlize Theron), the daughter of a French aristocrat Charles (Steven Berkoff) and an emotionally unstable American mother, reluctantly is told the lifeline on her palm doesn't extend past the age of 34 by a fortune teller. Fast forward to a rainy night in 1933, when she stumbles into the room of Guy Malyon (Stuart Townsend), an Irishman who is a first-year student on scholarship at Cambridge University. She has had a lover's quarrel with one of the dons Julian Elsworth (Gabriel Hogan), and rather than turn her out into the storm, Guy gallantly allows her to spend the night. They spend the night on opposite sides of the same bed and Guy has an erection which Gilda notices.

Guy's father was a policeman in Dublin, who was killed during the troubles. Gilda Besse was popular, and her father owned one of the big French Champagne Houses. Gilda had lived most of her life in the US after her mother's divorce. Julian Elsworth hears about how Guy helped Gilda and invites him to a party. While Gilda is stranded at Calais, Guy sees the ways of the rich as Julian engages in a sex orgy in his bedroom with the other girls from the party. Gilda returns later at night and Guy tries to stop her from going to the upstairs bedroom. Gilda is impressed with Guy trying to protect her feelings and has sex with him at the pool table. The next day Julian finds them but is not even mildly angry.

Later, Guy and Gilda become lovers, but the two are separated when Gilda's mother dies, and she opts to leave England. Several years later, Guy graduated and began teaching in the East End of London. Civil war had broken out in Spain and Guy is supporting the Republicans against the Fascists. Guy sees her as an extra in a Hollywood film (which he was watching in London), and shortly after he coincidentally receives a letter from her inviting him to visit her in Paris, where she's working as a photographer.

He discovers she is living with the Spanish-born nursing student/model Mia (Penelope Cruz) and has a lover named Max. Guy promptly has sex with Gilda as soon as they are alone. Mia is training to be a nurse but models exclusively for Gilda when she puts up an exhibition (sponsored by Max). Mia is from the Northern part of Spain. Gilda quickly discards Max when Guy moves in. Guy keeps shuttling between London and Paris during this period to continue meeting Gilda. The trio (Gilda, Guy and Mia) are enjoying their unusual living arrangement. Guy even helps Gilda out as her assistant at her photo studio. Mia watches Guy and Gilda have sex in the apartment and later takes on a lover Lucien (David La Haye) of her own. It is though indicated that Gilda and Mia were also very close. Mia joins Gilda and Guy, when they are in bed.

But by May 1937, world events are beginning to affect their existence. It is the height of the Spanish Civil War, and idealistic Guy, a long-time supporter of the army of the Second Spanish Republic, is determined to do what he can to help them as Francisco Franco's fascists gain strength.

Mia, too, is anxious to come to the aid of her native land. Gilda takes Guy and introduces him to her father Charles who has married her stepmother Lisette (Karine Vanasse). Gilda returns to Paris and finds that Mia has been physically assaulted by Lucien in one of his sexual fantasies. Gilda knows that Lucien has powerful friends and cannot be touched. To avenge Mia, Gilda invites Lucien to a seedy hotel with the promise of more of the same, and then proceeds to physically assault him with his own sex toys.

Gilda, however, has no interest in politics or anything else that might disrupt her life of luxury, and pleads with the two to ignore the conflict, but they feel compelled to act and depart for Spain.

By January 1938, Guy becomes a soldier, while Mia tends to the wounded. They cross paths one night and, before sleeping with Guy, Mia confesses she was Gilda's lover. In the morning, her ambulance is destroyed by a land mine, and after laying her to rest, 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 Gilda has taken Nazi Major Franz Bietrich (Thomas Kretschmann) 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 never can see each other again. D-Day is approaching, and Guy throws himself into his work.

One day he arrives at a cafe to meet a contact, but instead is approached by Gilda, who has overheard her German lover's 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 the locals, who long regarded Gilda as a Nazi sympathizer and traitor, will seek revenge. As he returns to Paris to find her, Guy is unaware Bietrich has been killed in Gilda's apartment and she has been taken captive by a mob intent on avenging the deaths of their loved ones. She is finally killed by a local youth to avenge the death of his sister. The movie ends with Guy reading the last letter written by Gilda.