It is 1938 and Germany is about to declare war on Europe. Mary Panton (Kristin Scott Thomas) is a young woman torn between her dull and unhappy marriage to English aristocrat Sir Edgar Swift (James Fox) and her search for some more excitement. In Florence, Italy where the couple now live, she meets dashing young and exciting American Rowley Flint (Sean Penn). A one-night stand with a local violin player at a society dance causes more problems between Panton and her husband who then makes threats against the violinist. This gives Flint the opportunity to take his chance with Panton and bring her the happiness she deserves.