Kate Croy (Bonham Carter) loves Merton (Roache), a comparatively impoverished, 'progressive' journalist, but the aunt on whom she depends (Rampling) prefers a wealthier suitor and forbids them to meet. Reluctant to lose either her lover or her allowance, Kate takes advantage of her blossoming friendship with visiting American heiress Milly (Elliott), travelling with her to Venice and, unknown to her aunt, inviting her 'friend' Merton to join them. But things get still more complicated when it looks like Milly is starting to fall for Merton herself. For the early London scenes, Hossein Amini's adaptation of Henry James' novel (updated to 1910) seems merely an imaginatively designed Edwardian costumer about frustrated love. In Venice, however, it soon becomes noticeably more interesting, with Kate's motives and methods turning increasingly murky as she appears to drive Merton into Milly's arms. The familiar Jamesian conflict of American innocence and Old World intrigue emerges, darker and crueller than a conventional romantic triangle, and a palpable sense of anguish, guilt and confusion takes hold. The performances are sensitive and sturdy, most impressively so in a beautifully judged sex scene (between Merton and Kate) that is authentically despairing.