Newland Archer an eligible young man of the establishment is about to announce his engagement to May Welland a pretty ingénue when May's cousin Countess Olenska is introduced into their circle. The Countess brings with her an aura of European sophistication and a hint of scandal having left her husband and claimed her independence.

Her sorrowful eyes her tragic worldliness and her air of unapproachability attract the sensitive Newland. Almost against their will a passionate bond develops between them. But Archer's life has no place for passion and with society on the side of May and all she stands for he finds himself drawn into a bitter conflict between love and duty.