Born into a wealthy family Kate Cory’s (Helena Bonham Carter) mother decided to give all that up for love when she married her daughter Kate’s father. When her mother dies Kate gets a chance to enter the life that her mother gave up years ago. However, Kate has to give up all the ties that she now has, even to her father, her lover Merton Densher (Linus Roache) to whom she has promised her hand in marriage. She agrees and meets Millie Theale (Alison Eliott) who is known as the "world’s richest orphan" and strikes up a friendship. Merton is desperate see his former lover and decides to crash a party that Kate and Millie are attending. Millie realizes that she is attracted to Merton. In the meantime Kate learns that Millie is dying and devises a plan that will allow everyone to win.