Karen Stone (Helen Mirren) is a former actress who has settled into a staid marriage with a wealthy husband (Brian Dennehy). After he suddenly dies during an Italian vacation, Karen is left alone and in need of company. When she meets the enigmatic Contessa (Anne Bancroft), Karen is set up with the handsome, and much younger, Paolo (Olivier Martinez), which leads to an intense romance. Trouble arises, however, when it seems that Paolo may not reciprocate Karen's deep affection for him.