Set in 1938 China, the world outside an aristocrat's home is in
turmoil with the threat of World War II closing in.
After years of serving her husband and his household well, the aristocrat's wife, Madame Wo (Yan), becomes inspired by the missionary doctor, Andre (Dafoe), who tutors her son. She decides to expand her own mind and on her 40th birthday she arranges a concubine for her husband who will serve both as a distraction and to relieve Wo of her sexual duties. With her husband taken care of, she is now free to pursue her studies.
However, when the concubine fails to satisfy her husband, who is more interested in the local prostitutes, her son takes an interest in the rejected girl. Madame Wo and the doctor enter a forbidden relationship and the troubled world outside is about to come crashing down on them.