This film is an impressive screen adaptation of E. M. Forster's first novel, written when he was 26 years old. It is a richly nuanced comedy of manners about the effect of a foreign country and its culture upon two provincial souls who have yet to flourish as unique individuals.

In the opening scenes of the film, the widowed Lila (Helen Mirren) is bidding farewell to England for a visit to Italy. She has left her daughter in the hands of her mother-in-law, Mrs. Herriton (Barbara Jefford), a rich, cruel, and snooty woman. Caroline Abbott (Helena Bonham Carter), a vicar's daughter, accompanies Lila as a chaperon.

When Mrs. Herriton learns that Lila has fallen in love, she immediately dispatches her son Philip (Rupert Graves), a lawyer, to convince her not to embarrass the family by marrying a foreigner. His trip is in vain. Lila is already the wife of Gino (Giovanni Guidelli), who is much younger.

Then just when the Herritons are beginning to recover from this scandal, they are shocked to hear that Lila has died giving birth to a son. Caroline, feeling guilty about her role in Lila's defection from England, goes to see for herself how the child is faring. Also concerned, Mrs. Herriton sends Philip back to Italy along with her viperish daughter Harriet (Judy Davis). They believe that the boy should be given a proper upbringing worthy of his class.

Director Charles Sturridge opens the film up in the second half as Philip and Caroline fall under the spell of Italy, a country where the sun warms everyone's spirits. Everyone, that is, except Harriet who detests the Italians. While Philip and Caroline are swept away by the passion of the opera, Harriet finds the experience unbearable.

Convinced that her companions have become Gino's allies, Harriet kidnaps the baby from him. Her impulsive act leads to tragedy. However, out of this sad turn of events, Philip and Caroline are transformed from passife, repressed souls into more responsive and responsible individuals. Watching them awaken from the long and fretful sleep of English chauvinism is a delight. Where Angels Fear to Tread is a minor cross-cultural classic.