Lady Elvina, the daughter of the Earl Winwood, is rich, beautiful, and in love. Any day now Captain Andrew Broadmoor would propose to her. But then she overhears him saying that he doesn't love her and only wants her for her money. Elvina travels to Cumberland, where she heard the Duke of Castleforde was looking for a governess for his unruly sister, Violet. Concealing her true identity, she presents herself as plain Mrs. Winters. In Violet, Elvina finds a troubled, rebellious young girl who needs her help. She begins to grow close to the Duke, but duty forbids him to marry a mere governess. Her pride won't allow her to tell him the truth.