NOTE: This spoiler was submitted by Alex

Fabienne Dangeville (Catherine Deneuve) is an acclaimed older French actress giving an interview about her work in anticipation of her upcoming book. As she does, her daughter, screenwriter Lumir (Juliette Binoche), son-in-law actor Hank (Ethan Hawke) and granddaughter Charlotte (Clementine Grenier) arrive.

Lumir is surprised that the book has already printed its copies, as she says Fabienne told her she could read it before it was published, but Fabienne says she sent her the manuscript and she must have missed it. That night, Lumir reads the book. Meanwhile, Fabienne’s manager Luc (Alain Libolt) goes over her film offers with her, though nothing impresses her. Later, Charlotte asks Fabienne if she has magical powers, and Fabienne playfully tells her she once turned someone who displeased her into a turtle.

The next day, Lumir confronts Fabienne while she’s memorizing her lines about her book, which depicts her relationship with her mother as a perfect fairy-tale story. Fabienne was very rarely there for Lumir as a child. Lumir also asks why she doesn’t mention Sarah once, and Fabienne simply says it’s her book. Later, Luc tells Lumir that Fabienne is doing her current film because it stars Manon Lenoir (Manon Clavel), the next big actress who reminds everyone of Sarah. It’s called “Memories of My Mother”.

Lumir goes to the film set, acting as Fabienne’s de facto assistant, and watches the film shoot. It’s a sci-fi movie where a mother is dying and goes to live in space, where she stops again. She returns to Earth in varying years to visit her daughter, who is older and older with each visit while she doesn’t age. Fabienne plays the daughter in her seventies. During a read-through, the room seems very impressed with Manon, but Fabienne seems annoyed and says she thinks Manon is putting a lot on.

Luc tells Fabienne he plans on retiring and living with his son’s family – Fabienne didn’t even realize he had so many grandchildren. Lumir asks him why, and he says Fabienne didn’t mention him once in her memoir, she erased his existence. He tells Lumir she can manage Fabienne and that they make a good team. Lumir’s father, Fabienne’s ex Pierre (Roger Van Hool) surprises everyone by arriving at the house, and Lumir quickly surmises he wants money, which he thinks he deserves for Fabienne publishing a book about him – Lumir tells him the book says he’s dead.

Lumir watches scenes being filmed of the mother asking the daughter about her life, and later reminds her mother that the one who came to her plays in school was Sarah. During a scene, Manon comes up with a very helpful idea, and Fabienne remarks that she could have thought of it as well. Manon is very supportive of the actress playing Amy in her thirties (Ludivine Sagnier), helping her cry in a scene, which again Fabienne mocks. Lumir points out that Fabienne told Manon stories about her childhood, and Fabienne claims not to remember.

Fabienne’s current husband, Jacques (Christian Crahay), makes dinner for the whole family, including Pierre. Fabienne tells Charlotte that Pierre was the turtle, but that she turned him back for the day. When Pierre congratulates Hank on his acting successes, Fabienne downplays Hank’s TV career and calls his work impressions. Lumir then brings up that her Cesar-winning role she stole from Sarah and only got by sleeping with the director, which Pierre – who produced the film – corroborates.

Lumir implies that Sarah’s subsequent drowning (which she implies was suicide) was Fabienne’s fault, and Fabienne says it was an accident, but that even if it was her fault, she’d take being a bad mother and bad friend but a good actress. Lumir leaves in tears. Hank, who had quit drinking, begins drinking wine, and Fabienne and him share a few glasses, and decides to go watch her on set. When he returns to his room drunk, Lumir is upset that he is drinking again. Lumir asks if he came just to see Fabienne act, and Hank says Lumir brought him to show off her perfect family to try to beat Fabienne… but that she can’t be beat that way.

The next day, Charlotte finds a turtle in the garden, and Pierre gone. Fabienne tells her she turned him back. Jacques questions Fabienne telling Charlotte that about Pierre, but Fabienne lies and says Lumir is the one who told Charlotte that. Later, while shooting scenes with Manon, Fabienne keeps saying she’s being distracted by things like cell phones ringing and she keeps messing up. During a later take, she falls down, but then pulls out a great performance.

Fabienne wants Luc back, but doesn’t know what to do. Lumir tells him to apologize, and Fabienne sincerely says she has never apologized ever, and asks Lumir to write an apology for her. Later, Fabienne asks Jacques if she is washed up as an actress. The family has dinner with Luc and his family, and Fabienne tells Luc that Lumir wants her back, unable to actually apologize.

On set, Fabienne panics and leaves saying she’s quitting acting and that Manon is mocking her. Lumir asks her to just admit Manon is the better actress and quit running away, and tells her to let the film win. She says she won’t act with Manon like she wouldn’t act with Sarah. Fabienne returns to set. She tells Lumir that sometimes she sees Sarah sometimes, and thinks she would be better at acting if Sarah was watching her. She offers Manon a compliment and finishes the film.

Lumir compliments her on the scene, and later Manon stops by to compliment her. Fabienne notes it was the kind of thing she would have done with Sarah, who Manon reminds her of. She ends up giving Manon Sarah’s favorite dress, which fits her perfectly. Manon asks Fabienne what Sarah was like, and she tells her how talented she was.

Fabienne tells Lumir that she actually did attend her school play, but figured she wouldn’t want her to know she was there, that she’d find her critical. She tells her she took a role for her but never told her it was because Sarah had read the book to her. She admits she was jealous of Sarah for stealing her daughter. Lumir asks her why that wasn’t in her book, and Fabienne says maybe in the second edition. Lumir hugs her mother, cries and tells her she must truly have magical powers because she’s on the verge of forgiving her. Fabienne then suddenly gets upset that she should have played the scene with Manon like this and what a waste it is to not use the emotions in the scene.

Charlotte goes to Fabienne and tells her hat her number one wish is that she wants to be an actress someday. She tells Fabienne she wants her to go into space so that she can watch her become an actress, which touches her. Charlotte then goes back to Lumir, and it’s revealed it’s a line that Lumir wrote for her. Charlotte asks if it’s real or not, and Lumir simply smiles.

Luc returns to work, where Fabienne has Charlotte present him with a homemade medal and is kinder to him. She asks him to have a reshoot scheduled for “Memories of My Mother”, since she thinks she can do the scene better now. Lumir asks Luc if he really ever intended to leave, but he doesn’t say. The family heads out together, and Fabienne notes that she loves Parisian winters.

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Fabienne Dangeville (Catherine Deneuve) is an acclaimed older French actress whose daughter Lumir (Juliette Binoche) comes to visit with her husband Hank (Ethan Hawke) and her daughter Charlotte. Lumir resents Fabienne for being an absent mother for much of her childhood, and for the suicide of Fabienne's friend Sarah who was like a mother to Lumir. Sarah was an actress and Fabienne felt threatened by her talent.

Fabienne goes to work on a new film with a young actress Manon Lenoir (Manon Clavel) who reminds everyone of Sarah. Fabienne is difficult and petty and has a hard time on set with her. Eventually, she is able to acknowledge that she reminds her of Sarah and sets it all aside and does good work, and also tells Lenoir that she was there for her in her childhood sometimes, and that memory isn't all it's cracked up to be.