The film begins in 1935 in Florence, Kingdom of Italy, where a group of cultured expatriate English People women – called the "the Scorpioni" by the Italians – meet for tea every afternoon. Young Luca (Charlie Lucas) is the illegitimate son of an Italian businessman (Massimo Ghini) who shows little interest in his son's upbringing; the boy's mother, a dressmaker, has recently died. Mary Wallace (Joan Plowright), who works as the man's secretary, steps in to care for him, turning for support to her Scorpioni friends, including eccentric would-be artist Arabella (Judi Dench). Together, they teach Luca many lessons about life and especially the arts. Elsa Morganthal (Cher), a brash rich young American widow whom Scorpioni matron Lady Hester Random (Maggie Smith) barely tolerates, sets up a financial trust for Luca when she learns of the death of his mother, whom she was fond of and to whom Elsa still owes money for her dressmaking services.