In what's possibly the afterworld or a way station on the way there, an emissary, Gabe (JONATHAN PYRCE), has the elderly songwriter Cole Porter (KEVIN KLINE) look back on his life and its various successes and failures.
The two then watch a stage production of Porter's life beginning several decades earlier where a younger version of Cole (KEVIN KLINE) meets a stunning divorcée, Linda (ASHLEY JUDD), and immediately falls for her. The two quickly become lovers and are married in front of friends Gerald (KEVIN McNALLY) and Sara Murphy (SANDRA NELSON), producer Monty Woolley (ALLAN CORDUNER) and many others. This is despite Cole's bisexual tastes and affairs that Linda knowingly accepts.
As time passes, Linda convinces Cole to move to New York where he becomes a big hit on Broadway with his plays, and then on to Hollywood where he must work with studio head Louis B. Mayer (PETER POLYCARPOU). His dedication to his work and flings with various men, however, soon put a strain on his and Linda's marriage, as do various latter unexpected developments and hardships.