In an alternate version of 1949 Japan in which World War II never happened, the Japanese capital of Teito is home to both an ultra rich upper class and the dirt poor masses. The city is thrown into a state of panic when a phantom thief called “The Kaijin (Fiend) with 20 Faces” (K-20 for short) begins to use his mysterious abilities to steal from the rich and give to the poor. One day a circus acrobat named Heikichi Endo (Takeshi Kaneshiro) is framed for K-20’s crimes and becomes determined to clear his name. He teams up with K-20’s next target, a wealthy duchess named Yoko Hashiba (Takako Matsu) and her detective fiancé (Toru Nakamura), to take K-20 down once and for all.

Faced with the task of creating a film about first love for his producer Wong Kar-wai, Kot ruminates on his creative process, his rejected ideas, and finally his two chosen tales, about a sleepwalker guided through the night by a lonely admirer, and a married convenience store owner faced with the vengeful first love that he once rejected.

A rich girl diagnosed with leukemia wants to follow a sailor friend to St Kilda, Scotland to find out. but first she must search him out, who is missing.