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A retired American professor in Rome rents the upper apartment of his palazzo to a wealthy family whose arrival disrupts his solitary life.

In Rome, a retired American professor, played by Burt Lancaster, lives alone in a luxurious palazzo filled with art and books. His only regular contact is his long-time housekeeper Erminia, played by Elvira Cortese. One day Marquess Bianca Brumonti, played by Silvana Mangano, arrives at his door. She persuades him to rent the empty apartment on the upper floor to her, her much younger lover Konrad Huebel (Helmut Berger), her teenage daughter Lietta Brumonti (Claudia Marsani) and Lietta's fiancé Stefano (Stefano Patrizi), a conservative entrepreneur. The new tenants soon disturb the professor's quiet routine: they have the apartment rebuilt and throw parties, and their presence pulls him into their affairs and conflicts.

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