When the whole story starts in 1961 when Alex Dillingham, the male leading character, recalls past events by singing "Love changes everything". Afterwards we go back to 1947, where the whole story starts.
Rose Vibert, an actress, and her company close an Ibsen play that has received terrible reviews. The last time before they part for two weeks they get together in a café. To this café the 17-year-old Alex has followed Rose. He asks her to run off with him and to pass some time with him at his country villa. She agrees and some time later they find themselves heading towards this country-house. In fact the house does not belong to Alex, but to his uncle George. They break into the house and live in sin for some time
George spends his time in Paris with his lover Giulietta, when the news of his nephew staying in his house is broken to him. He departs immediately. In the house in Pau he surprises Alex and Rose, while they are touring the house. While Alex and George argue about what happened, Rose leaves and dresses in a gown once worn by George's first wife, Delia. At the sight George nearly faints. He decides to leave them. Just some time later Rose receives notice from her director Marcel and leaves Alex.
Two years have passed as Alex, who joined the army in the meantime, decides to visit George in Paris. Unexpectedly he meets Rose there. Rose claims that she fell in love with George. After some harsh reproaches they soon get intimate again. The next morning Rose tries to make Alex leave before George will return. Alex looses his temper and threatens Rose with his gun, accidentally he wounds Rose at the arm. When George arrives, he and Alex start to argue who would be better for Rose (She'd be far better off with you) and George leaves.
Rose does not seem to favour this idea and let Alex be thrown out by Marcel, just to follow George to Venice. George went to Venice to be together with Giulietta again, when some day Rose appears in rather poor health. She stays with Giulietta, who cares for her and they both become friends. In fact one day they also get intimate together. Some time later Alex, in the meanwhile somewhere in a jungle, receives news that George and Rose got married and George will be a father soon.
Another thirteen years later Alex visits a show of Rose and meets her afterwards. She soon invites him to accompany her on her way to the country-house where George and her daughter Jenny are expecting her. Alex accepts the invitation and the family is reunited.
Two more years have passed and it is obvious that Alex and his younger cousin Jenny become closer and closer. It is very obvious that they both fell in love with each other. Jenny shows this very frankly, but Alex tries to fight his feelings, as he knows it would not be right to start off a love affair.
Rose finally warns Alex as well as George of her misgivings of Jenny's affection, but they continue nevertheless. In the meantime George starts preparations for his own funeral.
On Jenny's 15 th birthday they all visit the carnival together and Jenny and Alex become a tad to affectionate in front of George who gets furious. Afterwards Alex, George, Rose and Jenny think about their strange situation (Falling). The very same night Alex accompanies Jenny into her bedchamber. Although he firstly seems to want more, he finally tells Jenny that they are just cousins and there could not be more. As George got suspicious over the two of them he heads his way to Jenny's room and suddenly dies from a heart attack just in front of her room.
At the funeral Alex meets Giulietta for the first time, who persuades him to stop the affair with Jenny, although he does not seem to be sure, what will be when Jenny will be 18. After she asks him, if he would marry her then, he does not give a reply. Suddenly Rose arrives and asks him not to leave her. But he does not listen, he leaves with Giulietta!