Set in late 18th Century England, Kate Beckinsale plays recently widowed and unquestionably un-wealthy Lady Susan Vernon, visiting (or, more accurately, mooching off of) her brother-in-law Charles and his wife Catherine with eyes use her prodigious skill in flirtation on Catherine's handsome younger brother Reginald, who is a man of some means. Lady Susan also aims to get her teenage daughter Frederica hitched as well, setting her sights on Sir James Martin, a man who is also of great wealth, albeit without a lick of intelligence, but he does take a liking to the girl enough to continue to pursue her despite her reticence at his "silliness." Difficulties abound, as Lady Susan has a few entanglements of her own in the form of Lord Manwaring, who is married to another woman, and a few others near the situation have their suspicions that Susan's intentions are less than honorable all around, even though her crafty and manipulative ways keep her from being pinned down for sure.