American Walter Elbertson (Timothy Bottoms), in his late teens, is feeling lost within his family of overachievers. Thirtysomething Englishwoman Lila Fisher (Dame Maggie Smith) is emotionally repressed. The two meet on their respective vacations in Spain when, on the spur of the moment, Walter decides to ditch his overly-regimented cycling-tour group and join the bus tour-group of which Lila is a member. They hardly speak to each other during the first few days, and when they do, they make each other nervous, since each is scared of life. Despite their fears of life, or largely because of it, they enter into a friendship that blossoms into a romance, however rocky the road to that romance is. Out of circumstance, they abandon the bus tour and travel together through Spain on their own, together. Their relationship is put to the test of outside scrutiny when they meet and have an extended stay with a Spanish Duke (Don Jaime de Mora y Aragón).