In this lush, award-winning Italian costume epic set in mid-19th-century Sicily, an aging prince attempts to adjust to the many political and social changes around him. Prince Don Fabrizo Salina (Burt Lancaster) leads a state that is now being incorporated into Italy. The ruling class is in danger of being eliminated and surpassed by the merchant class. Feeling more than a little insecure about his own social standing, the prince arranges his niece's marriage to a loveless but wealthy landowner in hopes of maintaining his ties to the aristocracy. He also discourages his daughter from marrying the man she loves for social reasons. As the old and new world converges on the Prince, he struggles to maintain the status quo of his long-gone fantasy kingdom.