Dong-Joo (Lee Dong-Geon) and Ki-Tae (Seong-su Kim) are both abandoned by parents and brought up in an orphanage as best friends. The friendship of the 3 people starts as Ji-Soo (Kim Ha-Neul) is transferred to Dong-Joo’s and Ki-Tae’s school. Ji-Soo envies the strong friendship between Dong-Joo and Ki-Tae, but starts to grow special feelings towards Dong-ju. One day Dong-ju jumps into the water to find Ji-Soo’s ocarina and he becomes missing since. Ji-Soo and Ki-Tae believes that he is dead. Meanwhile, a Japanese couple discovers Dong-Ju, and takes him back to Japan with them. Ki-Tae naturally takes over Dong-Joo’s place and he and Ji-Soo become lovers. However after twelve years, Dong-Joo comes back as a Japanese gentleman and he manages to find Ki-Tae and Ji-Soo. He is first happy to find his past memories, but as his feelings for Ji-Soo comes back, the friendship between Dong-Joo and Ki-Tae starts to drift apart.