On Quality Street in 1805 England, a gentleman passerby is an event, not only for the lady being called upon, but also for the ever-nosy female neighbors. When Dr. Valentine Brown calls on 20-year-old Phoebe Throssel, she almost expects a marriage proposal; instead, he has come to tell her that he has enlisted in the army to fight in the Napoleonic Wars, with no romantic syllable spoken. 10 years later, Phoebe and her older sister Susan now run a school and neither has married. At first sight of Phoebe, Captain Brown hardly recognizes her--the years haven't been kind to her and she is no longer the pretty young thing he once knew. Heartbroken at his reaction, she decides to pay attention to her appearance, realizing that she has been neglecting it. When Captain Brown returns, he is again stunned, and his reaction spurs Patty, the Throssels' maid, to introduce her as Livvy, their visiting niece. Captain Brown seems enthralled with "Livvy"--as does many a young returning junior officer. Phoebe wades into the situation with no plan except to keep masquerading as Livvy, string along all the junior officers, and make Captain Brown jealous enough to propose marriage to her, which she will then rebuke as a ridiculous suggestion. Will Phoebe be able to pull off the scheme, which includes fooling the ever-knowing spinster Willoughby sisters, the Throssel sisters' closest friends? Or will Captain Brown's admission to Livvy make Phoebe change her plan of attack?