Grodno, an Eastern borderland of pre-war Poland. On September 1, 1939, German planes bombard the city. One of the bomb hits the school of Leos, Ewelina and Tadek. Their world of innocent and care-free childhood, playing and first loves ends literally and figuratively. Leos is 12. He is a Jewish boy fascinated with the Polish independence movement tradition. On September 17, 1939, according to the Soviet and German pact the Red Army invades Poland and plans to capture Grodno. The city begins a hopeless fight against the occupants. The small troops are supported by civilians, mainly schoolchildren. The children and adolescents are the ones who heroically defend the city and fall victims of exceptional cruelty of the occupants.