In Autumn 1962 in Los Angeles, college professor and British ex-patriot George Falconer awakens from an unsettling dream about the death of his lover, Jim, which occurred in a single car crash eight months earlier. Despite the passage of time, George continues to feel deeply depressed and continually recalls moments of his life with Jim, such as their opposite moods in the morning and Jim’s delight in their two fox terriers, one of which died with him in the accident. After rising and dressing meticulously, George has breakfast and recalls Jim’s comfort with his sexuality, such as when he boldly kissed George before one of the large windows in the architecturally striking modern home that Jim himself designed. After breakfast, George reflects that since Jim’s death he has not been able to see a future for himself but decides that this day will be different. As George’s phone rings, he glances at it and remembers the rainy winter afternoon when he sat reading, expecting a call from Jim, who had left two days earlier to visit his family in Colorado: Upon answering the phone, George is addressed by Jim’s cousin, Harold Ackerly, who informs him that Jim died in an accident the previous evening. Ackerly explains that although Jim’s parents did not want to contact George, he felt George should be told. Stunned, George asks about funeral services, but when he indicates he will attend, Acklerly informs him that the service is for family-only. George inquires if the dogs were with Jim and Ackerly says that only one was found dead at the scene and he has no knowledge of the other. After hanging up, George sits shocked for some moments, before bolting outside through the pouring rain across the street to the house of his best friend and fellow ex-patriot, Charlotte. In the present, George ignores the telephone and instead spends some moments in the bathroom, rereading portions of the novel he has assigned his college class. Outside, boisterous cries attract his attention and George peers out the window at his neighbors, the Strunks, who have three young, rambunctious children. As the phone rings again, George sighs, knowing that it is Charlotte, who goes by Charley, and reluctantly answers, agreeing to join her for dinner that evening. George then retrieves an empty revolver from his desk and places it in his briefcase before greeting his housekeeper, Alva. When Alva observes that George looks unwell, he assures her that he feels fine, then surprises her by thanking her for all her hard work and kissing her cheek. As he drives down the street moments later, George spots young Tom Strunk walking, his sister Jennifer jumping up and the youngest, Christopher, who is pointing a toy rifle at him. Responding in kind, George cocks his hand like a pistol and points it at Christopher, while his mother Susan waves. George arrives at the college, unheeding of the radio report of President John F. Kennedy’s speech about Russian missile bases in Cuba. In the English Department office, George startles one of the secretaries by complimenting her hairstyle and perfume. In the faculty lounge, a colleague, Grant, comments on George’s ashen appearance, but George ignores him and reflects that his students do not seem remotely interested in what he teaches. Despite George’s remark, Grant advises him to create a safe bomb shelter and warns him against sharing it with strangers. Later, in his class lecture, George answers a question about whether an author was anti-semitic by explaining that minorities are everywhere, mostly invisible to their societies. George adds that when minorities are perceived as a threat, they promote fear which, in turn, leads to their persecution. Listening intensely to George’s oration is student Kenny Potter and his some-time girlfriend, Lois. After class, Kenny approaches George and asks why George does not speak frankly more often. Admitting that he suspects that his comments were lost on the class, George is amused when Kenny asks if he has ever gotten high. Pleased when George opens up a little, Kenny playfully buys the professor a small pencil sharpener when they reach the faculty building. Back in his office, George cleans out his files and telephones Charley to ask what to bring that night and she requests Tanqueray gin. In his car, George is about to pull the revolver out of his briefcase when Kenny startles him by knocking on the window. Kenny asks if George would care to meet for a drink sometime, as he appears to need a friend. After politely evading Kenny’s request, George drives to his bank where he empties his safe deposit box of insurance papers, his mother’s wedding ring and a picture of Jim nude. Looking at the photo, George recalls the two men sunning on a rocky beach: Jim asks George about Charley and he explains that they knew each other in London years earlier and admits to sleeping with her a few times. Puzzled, Jim asks why George is with him if he sleeps with women. George replies that he falls in love with men and is in love with Jim. In the present in the bank lobby, young Jennifer Strunk approaches George to show him a jar with her pet scorpion that she has named “Ben-Hur” because the creature kills everything placed in the “arena” of his jar. Confiding that Mr. Strunk mentioned that George should be placed in the arena because he is “light in his loafers,” Jennifer admits being baffled as George never wears loafers. Susan approaches to retrieve Jennifer and invites George to a party that evening, but George explains that he has a previous engagement. From the bank, George proceeds to a gun shop where he buys bullets for the revolver, which the young clerk admires as an antique. In the parking lot, over which a huge movie billboard of a woman’s frightened eyes loom, George notices a fox terrier in a car and walks over to admire it as the owner, a young woman, returns. George pets the dog, and, smelling the top of its head, says they are a rarely seen breed. After the woman and dog drive away, George buys a bottle of Tanqueray but exiting the store, collides with a handsome young man. Apologizing that the shattered gin bottle has ruined the young man’s pack of cigarettes, George buys a new bottle and fresh cigarettes. The young man, with a heavy Spanish accent, introduces himself as Carlos and offers George a cigarette. In perfect Spanish, George remarks on Carlos’ beauty and flawless face. Delighted that George speaks his language, Carlos is then startled when George abruptly presses a twenty dollar bill into his hand. Believing that they now have an arrangement, Carlos follows George to his car. Embarrassed, George insists that Carlos is mistaken, but agrees to smoke another cigarette. Carlos relates that he is from Madrid and came to Los Angeles on the promise of an acquaintance to get him into movies, but has been held back by his heavy accent. Noting George’s sad demeanor, Carlos observes that he appears to need a friend. Back home at dusk, George hears the boisterous party at the Strunks as he carefully lays out his suit, instructions for his burial, insurance papers and a letter to Charley. George then recalls one evening a week before Jim’s trip to Colorado: Sitting together on the sofa reading, the two men bicker pleasantly about who should turn the record on the phonograph. Jim then admires their dogs, who live in the moment and are always content, and admits that if he died right then, he would die happily. In the present, George takes the revolver and sitting up in bed, places the barrel in his mouth, experimenting with various angles and positions. Dissatisfied and concerned about making a mess, George moves into the shower. After slipping unexpectedly down the wall, he returns to his bed, bringing along a sleeping bag in which he zips himself up, only to be interrupted by the telephone. Knowing that it is Charley, he answers, declaring that he has the gin and is on his way. Already somewhat drunk, Charley greets George warmly at the door in an elegant evening gown and with a fashionable hairstyle and announces that she is cooking for him. Airily referring to George as “Geo,” Charley insists they drink and smoke their troubles away, but expresses serious concern over George’s pallor. Waving away her concern, George informs Charley that he has decided to let go of the past completely and forever. After dinner, Charley asks George if he would return to London with her, as she has grown disappointed with America, but he refuses, saying he might consider it if Jim were alive. Charley then puts a slow, romantic song on the phonograph and she and George dance. Sensing his discomfort with her clinging manner, Charley hastens to change the record to a sassy jazz piece and the two playfully do the “twist.” Laying down on the floor afterward, George accepts one of Charley’s chic colored cigarettes and says he stopped smoking because Jim did not like it. Sighing, Charley asks if he ever considers that she and George might have had a real relationship, with marriage and children. When Charley dismisses George and Jim’s relationship as “not real,” George explodes in anger, declaring that their sixteen years together were real and not a substitute for anything. After George scorns Charley’s own failed nine-year marriage, she apologizes, admitting she is envious because she never had a relationship like his with Jim. Returning to their familiar bantering, George encourages Charley to do whatever she wants, but she admits returning to London would be a sign of personal failure. Declining another cocktail, George announces his departure and after disengaging a clutching Charley, lightly kisses her goodnight. Returning home under the bright light of the full moon, George takes up the revolver and recalls meeting Jim: Just after the end of WWII, outside of the Starboard Side bar, George makes eye contact with a handsome naval officer, Jim. The men chat outside for some time and when it begins to rain, hurry inside together. In the present, George lowers the gun from his forehead and wanders to another room for a drink. Hearing a noise in the yard he steps outside, then decides to go to the Starboard Side, which is nearby. Moments after he arrives at the bar, George sees Kenny enter, and realizing that it was him outside of George’s house, joins him in a booth. Kenny insists that he was just riding his bike in the neighborhood, then tells George that although he believes what George teaches has merit, he is discouraged by the emphasis on the past and cannot look forward to a future which may include a nuclear holocaust. The men toast to the present and death, which everyone has in common. When Kenny admits he is frequently lonely and feels cut off from others, George acknowledges that connecting with another human being is the thing that makes life worth living. Kenny then invites George to go for a midnight swim in the nearby ocean and George agrees. Jogging to the beach, the men strip and leap into water where they frolic for some moments until George grows disoriented in the strong surf and swallows some water, forcing Kenny to pull him to shore. They return to George’s home and, noting the sleeping bag still on George’s bed, Kenny asks if he is going camping. Offering to bandage a small abrasion on George’s forehead, Kenny opens a drawer and sees the nude photo of Jim. After an awkward moment with George, Kenny takes a shower and when he returns, praises the house design. George, noticing his watch has stopped, asks Kenny why he came to see him and the young man admits feeling concern for him. Assuring Kenny that he is fine, George then dozes off. When he awakens, George finds himself in bed and, rising, finds Kenny asleep on the sofa, where he has hidden George’s revolver. Smiling, George gently takes the gun, removes the bullets and locks it in his desk. Opening the screen door, George admires the full moon and the night air, then returns to the living room where he burns the letter to Charley. Going to his bedroom, George appreciates feeling a few moments of clarity about life when he abruptly feels a sharp pain in his left arm and collapses. As George lies on the floor dying, Jim comes to him and kisses his check before withdrawing into the dark.