Coleman Silk (ANTHONY HOPKINS) is a well-respected professor who's taught at Massachusetts' Athena College for thirty-some years. Thus, he's shocked when his usage of the apparition-based term "spooks" is taken to be a racist remark. The insult digs even deeper, however, when the stress from that causes his wife to die suddenly from an embolism.
Six months later, Coleman approaches Nathan Zuckerman (GARY SINISE) hoping that the reclusive author will write his story. Nathan turns down the offer, but the two become fast friends and soon are discussing Coleman's affair with Faunia Farely (NICOLE KIDMAN), a troubled divorcee half his age. Realizing it could be the last love affair of his life, Coleman enters into it with full passion, despite the inherent dangers posed by Faunia's ex-husband and troubled Vietnam veteran, Lester (ED HARRIS).
At the same time, Coleman's affair with Faunia rekindles memories of himself (WENTWORTH MILLER) in the 1940s and his great love affair with Steena Paulsson (JACINDA BARRETT). It also makes him face a staggering decision he made back then that greatly upset his mother, Dorothy (ANNA DEAVERE SMITH), and the rest of his family.
As those memories overwhelm him and stir up long-repressed emotions, Coleman must come to terms with who he really is, all while continuing with his affair with Faunia and dealing with the increasingly volatile Lester.