Respected cultural critic and author David Kepesh (Ben Kingsley) is a middle-aged college professor who, for years, has lived in a state of "emancipated manhood." His romantic conquests are many, his lasting commitments, few. But when a stunning young student named Consuela Castillo (Penelope Cruz) enters his life, her otherworldly beauty captivates him to the point of obsession. Soon, their erotic relationship evolves into an undying and passionate love in this gripping drama that explores the power of love to blind, reveal and transform.