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| Cher | Elsa Morganthal Strauss-Armistan |
| Judi Dench | Arabella |
| Joan Plowright | Mary Wallace |
| Maggie Smith | Lady Hester Random |
| Lily Tomlin | Georgie |
| Baird Wallace | Luca |
| Charlie Lucas | Luca (child) |
| Massimo Ghini | Paolo |
| Paolo Seganti | Vittorio Fanfanni |
| Paul Checquer | Wilfred Random, aka Miss Lucy |
| Tessa Pritchard | Connie Raynor |
| Mino Bellei | Cesare |
| Claudio Spadaro | Mussolini |
In 1930s fascist Italy, adolescent Luca just lost his mother. His father, a callous businessman, sends him to be taken care of by British expatriate Mary Wallace . Mary and her cultured friends -- including artist Arabella, young widow Elsa and archaeologist Georgie -- keep a watchful eye over the boy. But the women's cultivated lives take a dramatic turn when Allied forces declare war on Mussolini.
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