The film adapts writer Eileen Chang's short story of espionage and assassination during the Japanese occupation of Shanghai during WW II. Tony Leung plays a government official in the Japanese backed government and newcomer Tang Wei plays a student sent to seduce him. Lee mentioned that while filming the love explicit love scenes, he used only a crew of four, including himself behind the camera in addition to the two actors.
Lee also said that he spent a great deal of time and effort to prepare Tang for her first major film role, selected from over 10,000 actresses, she received three months of preparation before shooting and five more during shooting.