Henry Breasley (Laurence Olivier) is an elderly painter whose secluded retirement is invaded by David Williams (Roger Rees), a brash young artist commissioned to produce a biographical study of the great man. Breasley shares his home in the South of France with two young English girls, both former art students, Diana (Greta Scacchi) and Anne (Toyah Willcox). In this strange ménage, David is left in no doubt about his host's views on modern abstract art. However, he is puzzled by the old man's relationship with the girls, especially when he also finds himself strongly attracted to Diana...
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