Henriette Deluzy-Desportes (Bette Davis) serves as the governess to the children of the Duc de Praslin (Charles Boyer) and his wife, the duchess (Barbara O'Neil). While both the Duc de Praslin and his children adore Henriette, the duchess despises her, and is suspicious of the bond she has formed with her family. As the duchess's behavior toward Henriette grows more and more irrational, it puts into play tragic events that will change all their lives forever.