Orphaned by smallpox, young Lancashire country lady Fanny Hill cheerfully accepts her friend Esther Davies's offer to join the London 'working girls' with Mrs. Brown, a madam who recruits her as charmingly fresh enough to wait, in-living, on gentlemen.

Romantic havoc ensues in the town of Bath when Sir Anthony arrives to arrange the marriage of his son Captain Jack Absolute to the wealthy Lydia Languish. Jack and Lydia are already in love, but because of Lydia's obsession with romantic novels, Jack has disguised himself as a poor officer named Ensign Beverly and he is only one of Lydia's many suitors.

The funny side of a veteran nightclub comedy team with a long list of females conquests is poisoned during a live performance.