Set in an imaginary foreign country, two sisters, Anna and Ester are on their way home with Anna's young son Johan, when Ester's illness forces them to interrupt their journey and book into a hotel in a city called Timoka.

On arrival, Anna and Johan take an afternoon nap while Ester, in an adjacent room starts drinking. She learns a few words of the local language from an old waiter who has brought her a bottle of liquor. The radio is playing Bach. Ester goes to see Anna and Johan and caresses them in their sleep. Returning to her room she lies on the bed and masturbates.

Johan wakes to the sound of air raid sirens. He dresses, dons a toy pistol, and explores the hotel corridors. A painting depicting a satyr seducing a woman catches his eye. Later he pretends to shoot an electrician who is repairing a light fixture. He spies on the old waiter and on being discovered is invited to share a piece of chocolate. The waiter gives him some photographs of a woman, presumably his wife, on a bier. Johan hides the pictures under the carpet. He then finds a troupe of dwarfs, joining them in their games and is dressed up as a girl. The game is interrupted by the leader of the dwarfs who sends Johan out of the room.

Anna has gone to a cabaret theatre where the dwarfs are performing. Across the aisle from her a couple are making love. She leaves and goes to a bar where she attracts the attention of a waiter. When she returns to the hotel Ester questions her about her whereabouts. Angry, she tells Ester a story about making love in a church. Soon after she prepares to leave again and quarrels with Ester while Johan is sent out of the room.

Alone, Ester has an attack of hyperventilation. Drinking and smoking she collapses. The waiter brings fresh bedding and food. Johan comes to her bed and shares the food. He draws a picture of a sad face and then performs a pantomime with two hand puppets of a man and woman fighting.

Johan is in bed reading Lermontov's "A hero of our Time". Ester entering to check on him learns of a rendezvous between Anna and the café waiter. Upset, Ester searches for her sister. A bitter scene ensues. Anna is furious and hysterical. Ester leaves but collapses outside the room. The dwarfs pass her, dressed in strange costumes; a bride, a groom and the figure of death.

The last scene shows Ester resting in bed, with Anna and Johan visible in the next room. Bach is heard on the radio and Johan comes to borrow cigarettes for his mother. Anna announces she and Johan are leaving for home. Ester stays behind. Johan says farewell to his aunt and embraces her. She gives him the list of foreign words. The film ends on a train with Johan lip reading the list while his mother opens the window to let the rain wash over her face. The last shot is Johan in close up, his lips barely moving.