Desirous of an heir, the remote and cruel Lord Rohan (James Mason) marries pretty young Clarissa Marr (Phyllis Calvert). Soon after, Clarissa discovers old school friend Hesther Shaw (Margaret Lockwood), now impoverished in an acting troupe, and brings her home, unaware that Hesther has long nursed resentment of her good fortune. While the ambitious Hesther sets her sights on Rohan, she also secretly encourages Clarissa into a relationship with affable gypsy Peter Rokeby (Stewart Granger).