In 1930s fascist Italy, adolescent Luca (Charlie Lucas) just lost his mother. His father, a callous businessman, sends him to be taken care of by British expatriate Mary Wallace (Joan Plowright). Mary and her cultured friends -- including artist Arabella (Judi Dench), young widow Elsa (Cher) and archaeologist Georgie (Lily Tomlin) -- keep a watchful eye over the boy. But the women's cultivated lives take a dramatic turn when Allied forces declare war on Mussolini.