In 1930s fascist Italy, adolescent Luca just lost his mother. His father, a callous businessman, sends him to be taken care of by British expatriate Mary Wallace. Mary and her cultured friends - including artist Arabella, young widow Elsa, and archaeologist Georgie - keep a watchful eye over the boy. But the women's cultivated lives take a dramatic turn when Allied forces declare war on Mussolini.

Maggie Smith
as Lady Hester Random

Judi Dench
as Arabella

Joan Plowright
as Mary Wallace

Cher
as Elsa Strauss-Almerson

Lily Tomlin
as Georgina "Georgie" Rockwell

Baird Wallace
as Luca

Charlie Lucas
as Luca (Child)

Michael Williams
as British Consul

Paul Chequer
as Wilfred Random, aka Miss Lucy

Massimo Ghini
as Paolo