German Emperor Barbarossa will stop at nothing to conquer and build his empire. But a young man from Milan, along with his army of 900 men known as the Company of Death, is prepared to challenge the Emperor.

David Kepesh is growing old. He's a professor of literature, a student of American hedonism, and an amateur musician and photographer. When he finds a student attractive, Consuela, a 24-year-old Cuban, he sets out to seduce her. Along the way, he swims in deeper feelings, maybe he's drowning. She presses him to sort out what he wants from her, and a relationship develops. They talk of traveling. He confides in his friend, George, a poet long-married, who advises David to grow up and grow old. She invites him to meet her family. His own son, from a long-ended marriage, confronts him. Is the elegy for lost relationships, lost possibilities, beauty and time passing, or failure of nerve?