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The former famous painter Frenhofer lives quietly with his wife on his countryside residence in the French Provence. When the young artist Nicolas visits him with his girlfriend Marianne, Frenhofer decides to start again the work on a painting he long ago stopped: La Belle Noiseuse. And he wants Marianne as model. The now starting creative process changes life for everyone. It is a struggle for truth, life and sense, and the question where the limits of arts are or whether art is limitless.