As she enters her early 40s, London theater actress Julia Lambert (Annette Bening) starts having a nervous breakdown. She still rules the West End, but is growing too old for ingenue parts. Enter Tom Fennell (Shaun Evans), an adoring lad half her age, and a clandestine affair begins. Though she's happy for a while, Julia eventually winds up in a face-off with a Tom's other, much younger lover (Lucy Punch). Luckily, the spirit of Julia's cantankerous old acting coach (London theater legend Michael Gambon) follows Julia around offering some tough-love encouragement.