A saga of class relations and changing times in an Edwardian England on the brink of modernity, the film centers on liberal Margaret Schlegel, who, along with her sister Helen, becomes involved with two couples: wealthy, conservative industrialist Henry Wilcox and his wife Ruth, and the downwardly mobile working-class Leonard Bast and his mistress Jackie.

The fates of horses, and the people who own and command them, are revealed as Black Beauty narrates the circle of his life.

Mrs. Silly, a woman who has lost her husband to another, is now about to lose her son to an expensive boarding school, compliments of her ex's money. Confronted with these losses, Mrs. Silly realizes she must regain her identity. Desperately trying to keep up appearances, to be cheerful, busy, and dignified, she only succeeds in living up to the derisive nickname she invented for herself.

In Moscow in 1983, an American journalist interviews Guy Bennett, who recalls his last year at public school, fifty years before, and how it contributed to him becoming a spy.