Orphaned by smallpox, young Lancashire country lady Fanny Hill cheerfully accepts her friend Esther Daviess offer to join the London working girls with Mrs. Brown, a madam who recruits her as charmingly fresh enough to wait, inliving, on gentlemen. The first night, her room and bedmate Phoebe starts her sexual education, next she revels in being fitted her firstever fancy frock. Her first client, Mr. Crofts, is neither naive nor attractive, rather a paying old rapist who isnt satisfied. Then the party scene, where men are younger and more charming. Handsome merchants son Charles Standing declares love at first sight and offers to take Fanny away. After a few heavenly days of young love, they intend to demands Sirs blessing for their marriage, but as the ogre actually was her unsatisfied customer, Charles is made to choose between her and his future and leaves for colonial India. Being destitute, Fanny accepts becoming the kept woman of Mr. H., an earls wealthy brother, in a fine London home with domestic staff, but since she wont give her heart he finally bangs her maid Fanny seduces as revenge her footman William. Both are dismissed. Fanny goes to Mrs. Coles hatshop, only to find its a front for an upperclass whorehouse, a place where fathers even bring their sons to shed virginity with a virgin girl, a part Fanny plays well even though it breaks young Percys heart. When she arrogantly scorns Mr. H, he has the whorehouse closed down Fanny barely escapes, but without a dime. Alone on the street, her single act of kindness wins her a sick old rich mans favor, graduating from guest over house maid to companion and sole heir when he dies a few months later. Just then Charles returns...