It's 1938 Florence and Mary Panton (KRISTIN SCOTT THOMAS) is widowed and penniless English woman who's currently living at an acquaintances' villa. Things aren't so bleak for Mary, however, as Sir Edgar Swift (JAMES FOX), a near lifelong friend of hers who's about to be appointed Governor of Bengal, asks for her hand in marriage. Mary isn't so much concerned about the two and half decade difference in their ages as much as the fact that she doesn't deeply love him, and thus asks for several days to think over her reply.
Mary's jaded and older friend, the Princess San Ferdinando (ANNE BANCROFT), thinks she's putting too much emphasis on love and that she should instead consider the social position such a marriage would provide her. Besides, the Princess states that if Mary became bored in such an arrangement, she could simply take lovers as she once did.
With Edgar away on business and still contemplating his proposal, Mary meets three men at one of the Princess' parties who will forever change her life. First, there's Rowley Flint (SEAN PENN), a married American playboy with a bad reputation and penchant for hitting on the ladies, including Mary. Then there's Beppino Leopardi (MASSIMO GHINI), a Fascist official who acts courteous, but seems to have a disdain for the aristocratic foreigners. Finally, there's Karl Richter (JEREMY DAVIES), an Austrian refugee brought in at the last moment to entertain the party's dinner guests.
Unfortunately, his violin playing is quite bad, and while the others make fun of him, Mary feels bad for the chap. Later, after Rowley berates her for considering partaking in a loveless marriage, and that it would be a bad thing for her, Mary decides to have a one-night fling with Karl, hoping their encounter would brighten his otherwise sad life, and thus make her feel better about herself.
Much to her surprise, it does much more than that. As such, Mary suddenly finds herself involved in a situation that becomes progressively more volatile with each action she takes, and must then figure out what to do to set things straight before Edgar returns as she drags others into the mess she's created.