Guido Contini (DANIEL DAY-LEWIS) is a once successful film director who's had hits in the past, but has delivered several flops of late. He's supposed to start shooting his latest movie, but is facing a creative block in terms of writing the screenplay, a point not lost on his producer, Dante (RICKY TOGNAZZI), or on-the-set confidante and costume designer, Lilli (JUDI DENCH).
Facing that and something of a midlife crisis, he contemplates the other women in his life, including his wife, former actress Luisa (MARION COTTILLARD), and sultry but obsessive lover, Carla (PENELOPE CRUZ). His attitude and treatment of women, of course, not only stems from his view of his late mother, Momma (SOPHIA LOREN), but also a prostitute from his childhood, Saraghina (STACY "FERGIE" FERGUSON), that he and other boys paid for a sultry dance long ago.
As a young journalist, Stephanie (KATE HUDSON), tries to seduce him, and his muse-type regular actress, Claudia (NICOLE KIDMAN), says she can't work without a script, Guido tries not only to get that worked out, but also his relationships with both Luisa and Carla.