David Kepesh (Ben Kingsley) is growing old. He's a professor of literature, a student of American hedonism, and an amateur musician and photographer. When he finds a student attractive, Consuela (Penélope Cruz), a 24-year-old Cuban, he sets out to seduce her. Along the way, he swims in deeper feelings, maybe he's drowning. She presses him to sort out what he wants from her, and a relationship develops. They talk of traveling. He confides in his friend, George, a poet long-married, who advises David to grow up and grow old. She invites him to meet her family. His own son, from a long-ended marriage, confronts him. Is the elegy for lost relationships, lost possibilities, beauty and time passing, or failure of nerve?