Marco (Michael Parks), a young, arrogant art student, is friendly with Timothy (John Leyton), a medical student, and Sarah (Jennifer Hilary), Timothy’s girl friend. Timothy is dominated by his wealthy and beautiful mother, Carol (Jennifer Jones), who is divorcing her husband. There is an Oedipal undercurrent between mother and son, and Timothy is not happy that Carol plans to marry again. Nevertheless, as Carol continues to control his life, Timothy wishes to be more independent.