Faber is a professor of English poetry, the wrong side of 40, unhappily married, a charmer in mid-life crisis. He's in love with Zeta, a beautiful woman 15 years his junior. He also has cancer, or so he claims. The clock is ticking. He's got nothing to lose. So he makes a film, a record of his feelings for Zeta, in a desperate attempt to win her. In this film within a film he quotes Marvell's 'To His Coy Mistress'. At the same time his affections begin to transfer to the actress playing Zeta. Will she fall for his dubious charms? Or will he be exposed as a fraud and a fool?