This film is set in Edwardian London and Venice. Kate is a beautiful and brilliant young woman, but she is a “poor relation” and lives with her wealthy aunt in London, on whom she is completely dependent. She knows her life depends on making a “good marriage,” but she is immersed in a love affair with Merton. She wants to marry him, but she can’t bear the idea of poverty stripping them of their passion. When a young American heiress, Millie, enters her social circle and the women become fast friends, Kate learns that Millie is dying. She also notices Millie’s attraction to Merton. Kate hides her love for Merton and arranges that they accompany Millie to her villa in Venice. Kate wants Millie to fall in love with Merton and leave her money to him. Merton half-heartedly agrees, and gets sucked into the deception. Millie does indeed fall in love with Merton, and Merton, while his passion is always for Kate, develops feelings of admiration and respect for Millie. Now Millie is dying, and Merton comes to see her; her companion Susan tells him that Millie’s been informed of Kate and Merton’s love by a jealous man.