Based on a novel by Rosamond Marshall, a gentleman who is a debtor teaches a poor woman to be a lady and marry wealthy men.
In 1783 London poor Kitty (Paulette Goddard) steals a gentleman's shoes and runs away but is caught. Thomas Gainsborough (Cecil Kellaway) invites her into his house. She bathes and puts on a new dress so he can paint her portrait. Hugh Marcy (Ray Milland) and Brett (Patric Knowles) see Kitty. Brett is going to India, and Hugh waits to see her. Hugh finds she is poor and is bonded to old Meg (Sara Allgood). Hugh says she can come to his place. He tells Dobson (Eric Blore) she is the new scullery maid. Dobson says Hugh is in debt and no longer in the foreign service. Hugh refuses to pay a tailor.
Paintings by Joshua Reynolds and Gainsborough are shown. Hugh says that Kitty is the ward of his aunt Susan Dowitt (Constance Collier), and the Duke of Malmunster (Reginald Owen) wants to meet her. Hugh and Susan teach Kitty proper speech and manners. Hugh shouts corrections, and Kitty cries. The neighbor Jonathan Shelby (Dennis Hoey) calls and meets Kitty. Susan says Shelby is rich, but Hugh wants her to marry the Duke. Kitty receives Shelby alone and uses her fan to be alluring. Kitty gets Hugh out of debtors prison and says she married Shelby. Hugh borrows five pounds from the Duke and wins at faro. Kitty takes in a poor girl and makes sure she is not abused by a servant. Susan tells Kitty that Hugh needs sixty pounds. Kitty asks Shelby for money, but he only gives her five pounds from a box. Kitty breaks into the box and gives Hugh seventy pounds. Shelby saw her and asks what she did it with it, threatening her. The girl hits Shelby with a poker, killing him.
Kitty inherits 40,000 pounds and tells Susan that she is having Shelby's baby. Hugh asks Kitty to marry the Duke of Malmunster. She does, and they receive aristocrats and royalty. During a dance Kitty drops pearls and shouts in cockney, but it is taken as a joke. Hugh asks her to dance and learns that she is pregnant. Kitty gives birth to a boy. The Duke hurries upstairs but going back falls down the stairs and dies. His will is read, and Hugh asks Kitty for a castle. Kitty says she is in love with him. Both say they made the other, and they slap each other.
Brett is back from India and meets Kitty. He sees Kitty often and asks her to marry. She says he has to wait until her mourning ends. Hugh calls on Gainsborough while Kitty and Brett come in happily to see her new portrait. Hugh goes to see Kitty against her will. He petulantly admits he is in love with her, but she says she will marry Brett sooner. Their engagement is announced at a dance. Hugh brings old Meg, and Kitty has Meg tell about her sordid past. Brett still wants to marry her, and Hugh wishes them happiness. Kitty tells Brett that she loves Hugh. She runs after Hugh, and they kiss.
This romantic comedy shows that education and good manners
can help a person into a higher social status. Kitty falls in
love with Hugh even though he uses her to get money and further