Both trifles and structure are tossed out the door by director Ken Russell in this film. Here, historical content matters less than metaphors, feelings, emotions, and interpretations. Pay close attention, as every word and frame is intended to be important. The film takes place on a single train ride, in which the sickly composer Gustav Mahler and his wife Alma confront the reasons behind their faltering marriage and dying love. Each word evokes memories of the past, so the audience witnesses events of Mahler's life that somewhat explain his present state. Included are his turbulent and dysfunctional family life as a child, his discovery of solace in the "natural" world, his brother's suicide, his (unwanted) conversion from Judaism to Catholicism, his rocky marriage, and the death of their young child. The movie weaves in and out of dreams, flashbacks, thoughts, and reality as Russell poetically describes the man behind the music.