Franco Zeffirelli here turns the camera onto his own life as a young boy growing up in Mussolini's Italy of the 1930s. Following his mother's death, the young Luca is rescued from the prospect of life in an orphanage by an eccentric group of expatriate women dubbed "Scorpioni". We assume Luca is Zeffirelli himself, not that he's the central character of the film - he's more the eyes through which we see these corseted and costumed women, who are like refugees from a Merchant Ivory drama. Judi Dench, Joan Plowright, Maggie Smith, Lily Tomlin and Cher give boisterously strong performances as the gaggle who gather over tea to gossip, and who act as unofficial minders and teachers to Luca. As it continues, the movie becomes a more conventional wartime story, ultimately making the drama a series of anecdotes rather than a rich character piece.

In 1930s fascist Italy, adolescent Luca just lost his mother. His father, a callous businessman, sends him to be taken care of by British expatriate Mary Wallace. Mary and her cultured friends - including artist Arabella, young widow Elsa, and archaeologist Georgie - keep a watchful eye over the boy. But the women's cultivated lives take a dramatic turn when Allied forces declare war on Mussolini.