Italian revolutionaries want to overthrow the old aristocratic oppressors led by the like of Prince Salina (Burt Lancaster) who knows his days are numbered. He is a sly old leopard using all his skills to stay important and relevant. Trying to find a way to position himself for the days when he will have to have political influence rather than power, he arranges a marriage for his close protégé and nephew, Tancredi (Alain Delon), who has his own ideas about how his role in a future democratic government. But, he also knows the shrewdness of his uncle in arranging an important marriage to Angelica (Claudia Cardinale) of a prominent business family with money and no aristocratic ties.