Princess San Ferdinando regales Mary with tales of her experiences with past lovers.  She tells Mary an story of a one night encounter that she had with a young man who was peniless and miserable.  She took him home with her because she wanted him to experience wealth and extravagance for one night of his life.  She had sex with him so that he could have the experience of having bedded one the most sought after aristocrats in Florence.  They both understood that this would be only for one night, a night of passion and happiness that he would remember for the rest of his life.

At one of the parties thrown by the Princess, Mary meets Rowley Flint, a married, skirt-chasing cad.  She is instantly attracted to him and he is to her, but she would never allow herself to pursue a relationship with a man of such a bad reputation.   The Princess suffered some embarrassment because the singer that was scheduled to entertain her guests did not show up and was replaced by a young violin player who was absolutely awful.  The embarrassed Princess made him stop playing and had him fired.  Mary felt sorry for the poor violin player and gave him a generous tip as she left the party.    After having had an arguement with Rowley later that night, Mary was driving her car very fast and almost hit a man walking by the side of the road.   She realized that he was the violin player.  He told her his name is Karl and he is an Austrian refugee who had escaped after the nazis had taken over Austria earlier that year.  He thanked her for the tip she had given him earlier because he was very poor.  Mary remembered the story that the Princess had told her and she wanted to do the same herself with Karl.  She took him back to the villa, fed him and let him experience what it is like to be in such magnificent surroundings.  She then took him to bed and had sex with him.  For Mary this was just a one night affair, one that Karl would remember with happiness for the rest of his life.  The next night, however, Karl returned to the villa because he believed that Mary was in love with him and wanted to be with him.  He did not take it well when Mary rebuffed him.  He became very angry which led to a violent occurrence.  In the aftermath, Mary turned to Rowley who comes to help her in her hour of need.  The two become very close and Mary finds herself at a crossroads between a man that she loves but could not offer her any kind of a real future, and a man that she does not love but who could offer her everything.

The cinematography in Up At The Villa is absolutely spectacular and breathtaking.  There are great performances from Kristin Scott Thomas as Mary and Sean Penn as Rowley Flint.  I especially like the performances of  Anne Bancroft as the sassy Princess, Jeremy Davies as the as the emotional Karl.  There is also a fantastic performance by Sir Derek Jacobi who appears in a too small role as Lucky Leadbetter an effeminate homosexual who befriends Mary.