Faced with the loss her husband, Helen Stone (Helen Mirren) also has to come to terms with her fading youth, beauty and career. Seeking solace in Rome, she meets the mysterious Contessa (Anne Bancroft) who provides an escape from her loneliness through a series of flings with young gigolos. Finally, Mrs Stone meets her match in the handsome and smouldering Paolo (Oliver Martinez) with whom she falls hopelessly in love. Even more hopeless is her desire for a future with him. But as she pushes him away to save herself, a new temptation has stepped out from the shadows of the Via Veneto, where the inevitable fate of Mrs. Stone awaits.