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NOTE: This spoiler was written by Emilia.

Guido Contini (Daniel Day Lewis) is a gifted Italian filmmaker who has developed a writer's block and urges all the women in his life, alive and dead, to help him with it.

The films begins with Guido being interviewed by the press. He retires to his movie studio where he attempts to begin writing his script. His mind wonders to the set where dozens of dancers and the film’s leading ladies appear – first Nicole Kidman as Claudia, his leading lady; then Marion Cotilliard as his wife Luisa; Judy Dench as Lilli, his costume designer; Fergie as Saraghina, a prostitute from his childhood; Penelope Cruz as Carla, his mistress; Kate Hudson as Stephanie, a Vogue journalist/flirtation; and finally Sophia Loren, as his mother. This leads to his first song “Guido’s Song” where he explains how he wishes he was young and energetic since his talent was better then. He’s interrupted by his producer who tells him to clean himself up and prepare for his next interview at a hotel in Milan. He walks through the studio and into his offices, dodging questions about what his movie’s about and how it’s progressing. When he reaches Lilli office, he begs her for coffee and a cigarette. Once the producer leaves, she asks him if he’s started the script yet, as she’s already begun costumes. He says no and begs for advice; she suggests lying and charming the press for now and finding brilliance in the next ten days (before production starts).

On his way to the interview, he has a conversation with his dead mother and asks her advice.  She advises him to go back to his youth for inspiration. When he arrives at the conference, he’s charming and colorful, avoiding any clear answer on the movie, Italia. He encounters Stephanie and begins a brief flirtation before sneaking out and leaving town to clear his mind.

He arrives at a hotel in Venice. He pretends to be a traveling businessman, but is recognized by the desk clerk. He phones his wife and tells her that he left to clear his head. She offers to come to him, which he initially accepts before immediately declining, saying she’ll arrive in time to leave. He begs the clerk to send for a doctor (he constantly complains of chest pains and difficulty breathing) and to call a number, if a man answers to pretend to be a wrong number, but if a woman answers to forward the call to his suite. 

While being examined by the doctor, he receives a “Call from the Vatican” which is a fantastic number where Carla wearing lingerie slides down a satin bannister and frolics on a round stage as she describes her desire for him, as he excitedly listens on the other end.  She arrives in Venice expecting to share his suite, but is upset to find that she’s staying in a shabby pensione by the train station. He leaves later to his suite and learns that a Cardinal is also staying at his hotel and tells the cardinal’s assistant to arrange a meeting. The younger priest informs Guido that they are big fans, and the Cardinal would be more willing to meet if Guido could acquire an autographed photo of Claudia.

He sees his producer and attempts to hide, but is spotted and escorted to a banquet hall in the basement where the entire production team is assembled to help him prepare for the film. He sees Lilli and begs for inspiration, while criticizing the costume she’s in the middle of making as not being something an Italian woman would wear. She reminds him of Luisa’s birthday the previous day and disagrees, saying that it reminds her of Follies Bergere, a Parisian music hall that featured dancers that were the equivalent to showgirls where she first started. This to Lilli’s musical number, which features her talking to a nine-year-old Guido, and explaining the lifestyle of the period.

Guido fakes an autographed photo of Claudia and meets with the Cardinal, asking for inspiration. The Cardinal advises him to lead a more moral life and look to his youth for inspiration. Guido’s thoughts lead him to remembering Saraghina, a gypsy-looking prostitute, who he and his friends paid to strip for them when he was nine in the song “Be Italian”. He was caught by his school teachers/priests and whipped by his principal. He awakens on top of Carla, in a fit of anxiety and abruptly leaves to meet his production team for dinner. She wanted to come, but he vehemently refused reminding her that they didn’t want to hurt either of their spouses.

At dinner, he’s happily surprised to see Luisa who arrived at Lilli’s request. He embraces her and wishes her a happy birthday, promising that when they return home, it will be filled with flowers. She sits and the young priest from earlier, who recognizes her as one of Guido’s earlier actresses, which leads to “My Husband Makes Movies”, joins the table.  In this number, Luisa explains how she’s become a different her to be Guido’s wife, abandoning her acting career to be at his side. She notices Carla entering the restaurant and immediately leaves, saying she feels tired. Guido doesn’t understand why and follows her, asking what’s happened. She ignores him and when he returns to the restaurant and sees Carla finally understands. He demands that Carla go back to the pensione, and she leaves, heartbroken.

When Guido goes to the suite to try to smooth things over, Luisa refuses to listen. He goes to the lobby and meets Stephanie, who’s also tracked him down. She describes in the song “Cinema Italiano” how she loves his style and how fashionable he makes everything look. They continue their flirtation and she leaves her room key in his pocket. While in her room, watching her undress, he realizes how much he cares for his wife and leaves. He returns to the suite and promises that he’s done with cheating. Luisa embraces him, but he’s called away to help Carla, who’s overdosed on pills. The doctor comments how reckless and immoral Guido is, which Guido doesn’t contest. He stays with Carla until her husband arrives. He returns to the hotel to find that Luisa has left and the crew has returned to Rome to begin filming.

His mother returns to him to advise him to repair his life in the song “Guarda la Luna.” He calls Luisa from the studio to beg her to come to the screen testing that evening. She hangs up without response. He arrives at the set to film shots of Claudia in her costumes. She does a few takes, but leaves, saying she’ll return when she reads the script. Guido agrees that that’s fair and drives her away. They’re followed by paparazzi, but he manages to lose them. Claudia realizes that there is no script and they take a walk. She asks him what he wants the film to be about and his description closely resembles his own ordeal—a man lost and in love with so many women. She explains in  “Unusual Way” how she loves him and he’s incapable of really loving anyone. She makes him realize that he’s in love with delusions, not real people and leaves.

He returns to review screen tests of new actresses and keeps looking to the back to see if Luisa has arrived. He’s relieved when she finally does. She watches and is heartbroken to see him say something in a clip to an actress that he’d said to her when they first met. When everyone leaves, she explains to him that he’s reminded her that she’s not special, just another link in the chain and leaves him in the song “Take It All.”

He finally comes to terms with his mental block in the number “I Can’t Make This Movie,” realizing that he’s lost everything—his wife, his muse, his talent, and has nothing to make the movie. He apologizes to the staff that there was never a movie, just an idea, and has the set destroyed before leaving Rome.

Two Years Later, Guido in a café in Anguillara looking an advertisement for a play staring Luisa. He waits outside the theatre that night, and watches her leave with a man. He walks with Lilli a few ways later and tries to find more information about her. Lilli tells him that she’s not going be to be the go-between for them, implying that Luisa asks for him as well. She asks if he will ever make a movie again. He says that he won’t cause he wouldn’t know what to make, except a movie about a man trying to win back his wife.  Lilli says that that’s a good start and the costumes won’t be too bad either.

Guido returns to his element, passionate about a story once more. As he speaks with his actors about the scene, his nine-year-old self gathers the cast of Guido’s life together. As Guido takes his place in the director’s chair, the cast arrives and takes a place on a scaffold behind him, culminating with the arrival of his mother and nine-year-old Guido running to sit on the older Guido’s lap. Luisa arrives without being seen and watches in that background, happy to see Guido back to his old self. She smiles as he is raised on a crane and calls, “Action!”

The End.

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