The action of the film takes place in winter Kyiv. After a sleepless night, a young composer goes for a walk through a snowy city in search of inspiration for a new melody; its route passes against the background of many sights of the capital. On the way, the hero observes city life and nature, people, near the maternity hospital he pulls out a happy young father who has fallen into a coma, and he notices a girl in a trolleybus. She is in a hurry in her affairs, and the enthusiastic composer follows her relentlessly. And every sound he hears becomes part of a new melody for him. The finale of the film is a panorama of Kyiv to the song "Two Colors".

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The Tortoise composed a song and the Lion cub learnt it by heart and they sang it together.

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Mal Hallett and his Orchestra perform three songs with featured dancers

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The last person on Earth revisits their memories as they wander a lonely world