Aging movie star Alexandra del Lago, also known as Princess Kosmonopolis (Dame Elizabeth Taylor), fears her career is over due to her fading youthful looks. She takes up with a handsome young man, Chance Wayne (Mark Harmon), who once had promise as an actor, but who has fallen into the life of a gigolo. Together, they travel to Chance’s home town, where he hopes to regain the love of his one-time girlfriend Heavenly Finley (Cheryl Paris). But Chance’s departure years before has destroyed Heavenly’s possibilities of a happy life, and her father, “Boss” Tom Finley (Rip Torn), wants revenge on Chance. Chance hopes to take Heavenly with him to start the movie career he believes the Princess offers him, but she is so fragile in her dread of lost youth that no one’s dreams seem likely to come true.