In 1949, successful middle-aged businessman Harry Allen (Chris Cooper) is having an affair with considerably younger war widow Kay Nesbitt (Rachel McAdams). Feeling rejuvenated by his emotional reawakening, he confides in his best friend Richard Langley (Pierce Brosnan) and encourages him to visit his mistress in order to alleviate her loneliness. Richard complies and immediately finds himself attracted to the young woman.