| Helena Bonham Carter | Kate Croy |
| Linus Roache | Merton Densher |
| Alison Elliott | Millie Theale |
| Elizabeth McGovern | Susan 'Susie' Stringham |
| Charlotte Rampling | Aunt Maude |
| Alex Jennings | Lord Mark |
| Michael Gambon | Lionel Croy, Kate's Father |
Kate is secretly betrothed to a struggling journalist, Merton Densher . But she knows her Aunt Maude will never approve of the match, since Kate's deceased mother has lost all her money in a marriage to a degenerate opium addict . When Kate meets a terminally ill American heiress named Millie traveling through Europe, she comes up with a conniving plan to have both love and wealth.
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