Matthew Goode (Match Point) stars as lower-class Londoner Charles Ryder, an aspiring artist beginning his studies in history at Oxford in the 1920s. A chance encounter with dandyish aristocrat Sebastian Flyte (Whishaw) changes the course of his life. The two embark on a close friendship that is further complicated by the introduction of Sebastian's beautiful sister Julia (Hayley Atwell) and his overbearing, extremely religious mother, Lady Marchmain (Thompson).