December 1940. Pourtalet Pass in the Pyrenees Mountains. Jeannot is arrested by French customs, as he attempts to cross the border into Spain. Instead, he will spend the next two weeks at the Pau police station.
In Paris, Bernard Kirchen and Claude Lalet "bring in the New Year" at the Santé prison, where they are still incarcerated.
In Aubervilliers, Gaveau and some youths from the flight club are busy printing the second issue of Résistance. Outside, Lili and The Kid spot a French police car that comes to a halt outside the building. The French police storm the flight club and arrest everyone… except for Gaveau, their informant.
The Kid and Lili head for the Musée de l'Homme, to tell Boris what happened. There is no doubt possible: a traitor lurks among them. Furthermore, the police might now find lists of the network's members. Thankfully, The Kid has taken the precaution of encoding all their addresses… except for that of Weil-Curiel and Nordmann, who must flee. Lili and Gaveau volunteer to escort Weil-Curiel to Brittany, from where he will attempt to reach London. Boris takes Nordmann to the Contessa's home, where she will hide him.
In Bethune, Sylvette forges an Ausweis, determined to drive the four Englishmen, who have been hiding at her place in Paris for several weeks.
At the Brittany port of Douarnenez, Lili, Weil-Curiel and Gaveau meet with a smuggler. Weil-Curiel and Gaveau are to leave for London at dawn the next day.
At the Musée de l'Homme in Paris, Rivet announces that he is leaving for Colombia. He is too old to resist any more. As for Boris, he will spend two weeks in Southern Zone, making contact with new members of the movement. Meanwhile, Résistance will be published by former NRF (The New French Review) publisher Jean Paulhan, with the help of Pierre Brossolette, Cassou and Aveline.
Douarnenez at dawn. Weil-Curiel and Gaveau, along with a few other youths, are about to board the trawler that is to take them to England, when the Germans suddenly descend upon them. Lili manages to run off in one direction, while Weil-Curiel and Gaveau take off in another. Unaware that Gaveau is a traitor, Weil-Curiel reveals to him that he will head to Toulouse, in hopes of reaching England via Spain. Gaveau decides to return to Paris.
Back in Paris, at the Fer à Cheval, André Kirchen tells The Kid that he too wants to enlist and be part of the Resistance movement. The Kid anxiously awaits Lili's return. Meanwhile, he encounters Sylvette, who managed to reach Paris with her four escaped Englishmen, without getting caught by the Germans. So far, she has managed to break 117 prisoners out. The symbolic number of 120 is within reach. Determined to be with Lili, The Kid goes to the Musée de l'Homme… where the Gestapo is about to conduct an assault lead by Doering. The Kid rushes in to find Lili, carrying a suitcase. They manage to escape, but are at a loss over where to go, as Cristina's place would be too risky. Overcoming his deep embarrassment, The Kid takes her to Paulette's brothel, where the madam lets them use a room for the night. There, Lili reveals to The Kid that she will be heading to Lyon. The Kid makes a confession: "I wish the war were over! I would take you in my arms and never let you go…" he tells her. To which she shyly replies, "We could pretend the war was over, just for tonight". They hold each other and kiss. It's their first time.
Meanwhile, the Gestapo captures Nordmann and The Contessa.
Next day, carrying a suitcase filled with copies of Résistance, Lili boards a train to Lyon. She reaches her destination and when she gets off the train, is horrified to see the Germans searching everyone's luggage. Thankfully, Berty Albrecht, aka VICTORIA, 47, comes to her rescue with her Vichy-stamped pass. Victoria works for the unemployed police station. Her lover is THE CAPTAIN, (30s), a former committed Pétain follower. Together, they escort Lili to the banks of the river Saône, where she meets up with Boris to deliver her suitcase. Résistance has made it from Paris to Lyon! Boris must now get to Toulouse. Lili, meanwhile, heads back to Paris.
In Toulouse, Boris hooks up with Weil-Curiel, still determined to get to London. He then meets with The Kid, who informs him that Yvonne Odon and Lewitsky have been arrested, that Agnes Humbert is no longer leaving her home and that Cassou and Aveline have left Paris. Who is betraying them? Boris decides to return to Paris, in order to publish a new issue of Résistance and clear the names of those who have fallen. Despite Boris advising him to remain in Free Zone, The Kid reveals his desire to return to Paris and search for the traitor. Jeannot turns up, having made his way from Pau to Toulouse, and as determined as ever to somehow get to London. Boris suggests that, instead, he follow him to the Limousin region.
Boris and Jeannot go to Eymoutiers, near Limoges, to the home of THE PROF. The Prof forges papers for Boris, who makes his way back to Paris without any trouble. Jeannot stays with The Prof, and the two of them head up to the Limousin Mountains "to give the Krauts a hard time".
Meanwhile, in Toulouse, Weil-Curiel is arrested by the Gestapo – a new deception by the traitor Gaveau.
Back in Paris, Boris is supposed to meet Gaveau in a Pigalle café. Lili and The Kid are also headed there. The Kid approaches the café, but it is being watched by the Germans, who apprehend him as Lili watches helplessly. Inside the café, Boris is engrossed in conversation with Gaveau when Doering and his men descend upon them. Boris is captured. He understands, too late, that Gaveau has betrayed them.
In Bethune, the Gestapo arrests Sylvette. Her children, on their way to spend a holiday with their mother, watch her arrest from afar, in shock. Shoved into a car that quickly drives off, Sylvette can't even give them one last kiss goodbye.