Luis Bunuel's new film takes the story-line of a French nineteenth century novel by Pierre Louys. The story has been filmed before in 1929 by Jacques de Baroncelh. It was filmed again by Josef von Sternberg, with Marlene Dietrich in The Devil is a Woman, and later, by Julien Duvivier as The Woman and the Puppet, with Brigitte Bardot. The original story was set in Spain, but Buhuel has updated it, and set much of the action in Paris.

An elderly man, played by Fernando Rey, becomes obsessed with a younger woman. The story is related in flashbacks after he boards a train going from Seville to Madrid. When the girl tries to enter the compartment, he throws a bucket of water over her, then tells his fellow travellers about his relationship with her: how he had first met her when she came to his house as a maid, how he had pursued her, attempted to buy her from her mother, even bought her a house, and all this time, she had never let him make love to her. She had flaunted a young lover in front of him and driven him to beat her, and, finally, to abandon her.

The girl is played by two actresses who appear interchangeably. French actress, Carole Bouquet, plays her as a beautiful, even ethereal, figure, while Spanish actress, Angela Molina, emphasizes the more sensual side of her character.

The story of the old man's elusive and frustrating attempt to bring the girl to bed is set against a background of unexplained violence, bombings, and the activity of a clerical terrorist group called the Revolutionary Army of the Infant Jusus.