The Oxford Professor of Philosophy Stephen (Sir Dirk Bogarde) has two favorite pupils, the athletic aristocrat William (Michael York) and the Austrian Anna von Graz (Jacqueline Sassard). Stephen is a frustrated man, with a negligent wife, Rosalind (Vivien Merchant), who is pregnant of their third child, and is envious of the Oxford professor Charley (Stanley Baker), who has a television show. Stephen feels attracted to Anna, but William woos her and she becomes his girlfriend. Charley has a love affair with Anna, but when things go wrong, Anna must leave town.