Julia Lambert (Annette Bening) is a popular but aging stage actress who is losing passion for her career. Her husband and director, Michael Gosselyn (Jeremy Irons), introduces her to a young American actor, Tom (Shaun Evans), who professes admiration for her. Julia and Tom start an affair, but soon she realizes that Tom is just using her to advance his own career and that of his other girlfriend, actress Avice Crichton (Lucy Punch). Julia befriends Avice, all the while plotting her revenge.