The ailing writer and psychoanalyst Lou Andreas-Salomé is leading a lonely existence in Göttingen. When German philologist Ernst Pfeiffer enters her life, she begins to write her memoirs with him.

Born 1861 in St. Petersburg she vows never to fall in love and to pursue intellectual perfection. She meets philosophers Paul Rée and Friedrich Nietzsche, against all conventions of time, Lou and Rée live and study together in Berlin. Lou attains her goal of an intellectual, free spirited life, but when she meets the young, still unknown writer Rainer Maria Rilke she falls in love. After they break up she has numerous affairs. Lou begins to attend Sigmund Freuds lectures, becomes a well-esteemed psychoanalyst and finally recognizes the trauma of her youth.