Critics and the public say Karen Stone is too old -- as she approaches 50 -- for her role in a play she is about to take to Broadway. Her businessman husband, 20 years her senior, has been the angel for the play and gives her a way out: They are off to a holiday in Rome for his health. He suffers a fatal heart attack on the plane. Mrs. Stone stays in Rome. She leases a magnificent apartment with a view of the seven hills from the terrace. Then the contessa comes calling to introduce a young man named Paolo to her. The contessa knows many presentable young men and lonely American widows.

Vivien Leigh
as Karen Stone

Warren Beatty
as Paolo di Leo

Lotte Lenya
as Contessa Magda Terribili-Gonzales

Coral Browne
as Meg

Jill St. John
as Barbara Bingham

Ernest Thesiger
as Stefano

Jeremy Spenser
as Young Man

Stella Bonheur
as Mrs. Jamison-Walker

Bessie Love
as Bunny

Josephine Brown
as Lucia