In Manhattan, the middle-aged writer, art critic and professor and aspirant piano player and photographer David Kepesh (Ben Kingsley) questions that his age does not affect his sex drive and recalls words of Bette Davis ("Old age is not for sissies") and Tostoi ("The biggest surprise in a man's life is old age"). Despite of his great culture, the intellectual David is a man that has grown old but never grown up, and he is unable to last a relationship, including with his oncologist son Kenneth Kepesh (Peter Sarsgaard). The exceptions are his old poet friend and confident George O'Hearn (Dennis Hopper) and the independent businesswoman Carolyn (Patricia Clarkson), with whom he has an affair for more than twenty years. When he meets the elegant, educated and gorgeous Cuban student Consuela Castillo (Penélope Cruz) in his literature class, he feels a great sexual attraction for her and seduces her in the end of the period. They have a love affair for one and half years, but David is always insecure being thirty and something years older than the student. When Consuela forces David to come to her graduation party and meet her family and friends, he takes a decision that affects their relationship forever.