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Semi-autobiographical account of director Franco Zeffirelli's own childhood in fascist Italy.

In 1935 young Luca (Charlie Lucas) is abandoned by his mother and his neglectful father is happy when the boy is taken in by a group of middle-aged, eccentric Englishwomen, including Mary (Joan Plowright), Lady Hester (Maggie Smith), and Arabella (Judi Dench).

Pre-war Florence is the place to be for any proper British woman who relishes culture and the arts. These ladies have everything they could ever want or need - including a promise from Dictator Mussolini himself that not even the imminent World War will impose upon their lifestyle.

Soon, their group is joined by flamboyantly wealthy (and Jewish) American Elsa (Cher). But as Mussolini consolidates his power and WWII begins, Luca is sent away to school, and the women find themselves unwelcome foreigners.