Bei is a young Shanghai man, a former ballet star, who has had a fever for the better part of a month. He has little red dots all over his body and feels run down. Worried that he has contracted HIV, he tells his best friends Kika, Fifi and Casper. Frightened, the four spend their time getting high on cheap drugs, hanging out in KTV rooms, and wandering down to the waterfront, to ruminate on life and love in their city. As they come to terms with the possibility that Bei may really be sick, the foursome comes closer together, sharing stories of attempted suicide and betrayal, and united by their rejection of fear. When the plot resembles a love story between Bei and his friend Jie. They grew up together and are very puzzled by their sexual orientations. Bei denies he is gay, while at the same time trying to persuade Jie to have sex with him, and he is very threatened by Jie's sexual interest in girls.

Based on a novel by Mian Mian (the actress who plays Casper) called We Are Panic, which is now banned by the communist Chinese Government. This feature gives us a glimpse into the lives of 4 Shanghai teenagers, who are part of the current 'lost generation' of Chinese kids, brought about by China's one child policy. They experiment with drugs and sexuality in an explicit but not voyeuristic manner. The first half of the film centres around an HIV panic in a group of clubbing friends, but then spreads out into other 'panics' amongst the group of friends. The film is not directed in the conventional sense as it is shot in a documentary style, giving it a visceral gritty feeling of reality, following the 'lost' teenagers through the seedy streets of late night Shanghai. This being an independent feature, showing the true reality of Shanghai, not usually seen in Chinese films that and as a result got only a few viewings within China. Best described as a Chinese Larry Clark film, with gritty and dark subject matter with little not shown off screen.