Beautifully acted and filmed romance "inspired by" Henry James's 1902 novel. Updated to 1910, this triangular tale focuses on well-bred- but-penniless Kate Croy (Bonham Carter), who's been taken in by her imperious Aunt Maude (Rampling) with the expectation that she marry well. And this doesn't mean Kate's present beau, poor journalist Milton Densher (Roache). But when Kate meets gentle American heiress Millie Theale (Elliott), learns she's dying, and that she's also intrigued by Merton, the wheels begin to turn. A trip to Venice sets Kate's plan in motion but leads to unexpected developments for all concerned.