t's 1805 England, specifically on Quality Street, where a gentleman passerby is an event, not only for the lady being called upon, but also for the ever watching nosy female neighbors. Based on recent events, twenty year old Phoebe Throssel believes that a proposal of marriage from Dr. Valentine Brown is imminent. However, what Dr. Brown has come to tell Phoebe is that he has enlisted in the army to fight in the Napoleonic Wars, with no mention of any romantic feeling for her from his side. Fast forward ten years. Phoebe and her similarly older spinster sister Susan now run a school. The years and situation have not been kind to Phoebe, now thirty, drab and thus considered an unmarriable spinster. Upon Captain Brown's arrival back to Quality Street, he, by his immediate reaction to seeing Phoebe, too has noticed how Phoebe has changed from what he previously knew as a pretty young thing. Heartbroken, Phoebe, if only for herself, decides to regain some of her youth by paying attention to her appearance, which she has not done in quite some time. As Captain Brown does not recognize the remade Phoebe as the Phoebe he now knows, Patty, Phoebe and Susan's maid, makes an impromptu decision and introduces Phoebe as Livvie, Phoebe and Susan's visiting niece. Regardless of who she is, Captain Brown seems enthralled with "Livvie". However, Livvie catches the attention of many a young returning junior officer. Not going into the situation with a plan, Phoebe decides to continue to masquerade as Livvie, string along all the junior officers to make Captain Brown jealous leading to Captain Brown proposing marriage to her which she will rebuke as a ridiculous suggestion. However, Phoebe has to be able to pull of the scheme, which includes fooling the ever knowing spinster Willoughby sisters, Susan and Phoebe' closest friends. But an admission by Captain Brown to Livvie may make Phoebe change her plan of attack.

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