Kristin Scott Thomas plays Mary Panton, an Englishwoman staying at a villa in Florence, Italy, in the late 1930s with the country gripped in Fascism. Sheltered by the goodwill of the British and American community there, Mary, with little money and few prospects for survival outside marriage, dithers over her uncertain destiny and dreams of independence.

Based on a novella by W. Somerset Maugham, Up At the Villa finds Mary forced to take charge of her life after a one-night stand leads to tragedy. Sean Penn plays a cavalier American playboy who helps her out in the nightmarish aftermath.