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Dr. Archie Bollen (George C. Scott) is having a midlife crisis. He's just divorced his wife (Shirley Knight) and is establishing a new life for himself. One night, he catches the eye of Petulia Danner (Julie Christie), a charming, free-spirited young woman. Petulia's vibrant personality hides her fear of her abusive husband, David (Richard Chamberlain), whose father is a powerful society figure. As Petulia and Archie's feelings for each other grow, they must decide what it is they truly want.