A complex relationship develops between Leonard (Frank Langella), an academic novelist of advancing years, and Heather (Lauren Ambrose), a determined, fresh-faced graduate student doing her master's thesis on Leonard's career. Leonard keeps everyone at an emotional distance, including his devoted daughter, Ariel (Lili Taylor), and her unsettled boyfriend, Casey (Adrian Lester). Heather's attention, although motivated by selfish interests, forces Leonard to reexamine his life.