Inspired by his favourite play, Volpone, millionaire Cecil Fox (Rex Harrison) devises an intricate plan to dupe three of his former mistresses into believing he is dying. Although the women are wealthy in their own right, all have good reason to covet his fortune. To assist him in his scheme, Fox hires William McFly (Cliff Robertson), a fledgling actor, to act as his secretary/servant. Fox is soon visited at his deathbed by the three former mistresses: Merle McGill (Edie Adams), a fading Hollywood sex symbol; Princess Dominique (Capucine), who once took a cruise on Foxs yacht; and Lone Star Crockett (Susan Hayward), a Texas hypochondriac who travels with an enigmatic nurse/companion Sarah Watkins (Maggie Smith). As Fox and McFly act out the charade, things take an unexpected turn from comical charade to full-blown murder mystery.