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At his mother's funeral in London, stodgy banker Henry Pulling is surprised to be greeted by his aunt, Augusta Bertram, a flamboyant, redheaded septuagenarian. Henry is further shocked when Augusta informs him that the woman who reared him was not his biological mother, whom Augusta describes as a "naughty girl." After collecting his mother's ashes, Henry attempts to extract himself from his aunt, but she coerces him into accompanying her to the flat she shares with her current lover, an African fortune teller named Wordsworth. While Wordsworth reads the scandalized Henry's fortune and warns him that a "double-cross" lies ahead, Augusta receives in the mail a severed finger belonging to her ex-lover Visconti, whose kidnappers are demanding $100,000 to spare his life. After briefly fainting, Augusta confides in Henry that she is desperate for money and wonders if he could rob his bank, but he responds with great dignity that he could never be a criminal. Just then, Augusta is called away to a limousine outside, where her employer, the wealthy gangster Crowder, presents her with a red case filled with £50,000, which he wants delivered to Turkey. Despite the danger of the trip, Augusta agrees in order to collect the £10,000 fee. Back in the flat, Henry takes his leave, and despite his discomfiture, kisses his aunt warmly. Moments later, he returns, having forgotten the urn containing his mother's ashes, and is distressed to note that Wordsworth has opened it. Days later, as Henry tends his prize-wining dahlias, the police arrive to search the urn, suspecting correctly that Wordsworth has replaced the ashes with marijuana. When Augusta follows soon after, warning Henry of possible bad press over the marijuana incident and inviting him to accompany her to Paris, he realizes the advantages of leaving the country. While on the plane, he worries about the expense of flying first class, but Augusta urges him to surrender himself to extravagance. She describes her love for Visconti during her peripatetic youth, and although she does not hide the fact that she was a prostitute, the naïve Henry assumes she was an actress. At the airport, Augusta sends Henry through customs with the red case, warning him that it is "only a little bit dangerous," then meets him at their lavish Paris hotel. When he nervously questions the expense, she assures him it is paid for by a rich ex-lover, M. Dambreuse. As Augusta meets a man to exchange the pounds for dollars, Henry wanders outside, where he is greeted by Wordsworth, who takes him to a bohemian cabaret. There, Wordsworth confides in Henry that Visconti cannot be trusted. Augusta soon spirits Henry back to the train station to board the Orient Express. As they wait, she recalls meeting Visconti: As a schoolgirl, she is about to board a train when she spots the sophisticated Visconti smiling at her from a high window. He beckons to her, and she runs to meet him. Inside, he serenades her and she is instantly overcome by his charm. Back in the present, Augusta boards the train in tears and is further unsettled when Wordsworth appears at her window, begging her not to go, as he has foreseen grave danger. She and Henry share a cabin with American hippie Tooley, and when Augusta retires, Tooley asks Henry to stay and talk. She gives him a cigarette and, unaware that it is marijuana, he smokes it and becomes expansive and relaxed. Tooley is estranged from her CIA-operative father and worried that she may have gotten pregnant from the boyfriend who just left her, and when she asks to spend the night with Henry, he is bewildered but pleased. The train stops in Milan, where Visconti's son Mario greets Augusta with effusive cries of "Cara mamma," prompting Augusta to explain to Henry that Mario thinks of her as a mother. When Mario reveals that he has been sent one of Visconti's ears, she faints momentarily, then converses enthusiastically with Mario and reboards the train just as it is pulling away. Inside, Henry calls Mario a gigolo, and Augusta responds that he can make women laugh, which is the best way to win their love. She recalls her years in Italy, when Visconti's brief visits were her chief pleasures: One day he enters the bordello where she works and pulls her outside to wash off her makeup and enjoy her natural beauty, causing her to weep in his arms. As Augusta reminisces, Henry lounges with Tooley, but when she hides the cigarettes from the border patrol, he realizes he has been smoking cannabis and upbraids her. Later, she nicknames him "Smudge," and they kiss happily. The train enters Turkey, where Augusta is to deliver the money to Gen. Abdul, a revolutionary. At the border, however, policeman Col. Hakim informs Augusta that he has jailed the general. Hakim's men search Augusta's bags, and although she has hidden the money in her bed, Henry is knocked off balance and upsets the bed, revealing the cache. Augusta and Henry are soon deported from Turkey via the third-class train car, and after bidding a hurried goodbye to Tooley, Henry chastises his aunt for putting them both at risk. Augusta responds that she is desperate to help Visconti, and now must assuage Crowder. His mind now more open to life's possibilities, Henry suggests that perhaps Dambreuse could help. In Paris, as Augusta prepares to see Dambreuse, she recounts for Henry their past: Augusta meets the wealthy businessman when his car knocks her off her horse, and passion instantly flares between them. For years, Dambreuse keeps her as a mistress in a Paris hotel and visits his wife and children on the weekends. Although she is unaware that he has installed another mistress, Louise, in a hotel across the street, when the two meet in a restaurant, Louise is furious but Augusta merely laughs. She and Dambreuse have remained fond friends, and he now arrives at the hotel and promises to bequeath to Henry his Modigliani painting, for which Augusta served as the model. Henry leaves to inform Wordsworth of what has conspired and upon returning learns from a distraught Augusta that Dambreuse has died of a heart attack. Hoping to blackmail Mme. Dambreuse for $100,000 in return for their silence about the circumstances of his death, Augusta and Henry visit the widow, but she frostily rebuffs them. Henry accompanies Mme. Dambreuse back to the hotel to reclaim her husband's body, leaving Augusta in the Dambreuse home. Within hours, Augusta calls him to Wordsworth's rooms, where she reveals that she has stolen the Modigliani to sell to Crowder, which will satisfy her debt to him and earn enough to ransom Visconti. When Henry insists that she return the painting and berates her, she points out that he is an accomplice. Henry responds that he despises Visconti, prompting Augusta to call Henry an "insignificant little branch manager" who has risked, lost and dreamed nothing. She warns him that she is his last chance at life, and in response, Henry storms out. As the sun rises, Augusta finds him and begs his forgiveness. He plans to go home, but Augusta quietly informs him that Visconti is his father, and Henry finally comprehends that Augusta is his mother. Together with Wordsworth, they travel to Spain to meet with Crowder. While the gangster has the painting assessed, the kidnappers call Augusta to notify her she has only twenty-four hours before they kill Visconti. With $125,000 from Crowder, the trio boats to North Africa to rendezvous with the kidnappers. On a deserted beach they bring out Visconti in a wheelchair, but as soon as Augusta hands over the money, Visconti rises from the chair, revealing that he has masterminded the whole scheme. Augusta, stunned and heartbroken, drives off with Wordsworth and Henry, who ministers to her tenderly. She informs him, however, that she cannot go on, and while describing her anguish, almost misses hearing Henry reveal that he and Wordsworth switched the money, leaving Visconti with only piles of newspaper. Augusta is thrilled, but Henry insists that they use the money to buy back the painting and return it to Mme. Dambreuse. After Augusta wonders if Henry can really return to his dahlias, Henry suddenly suggests that they flip a coin to decide whether to live a quiet, law-abiding life or abandon themselves to Augusta's wild ways. They hand a coin to Wordsworth, who tosses it high into the air.