Cockney street urchin Kitty (Paulette Goddard) subsists on her meager takings as a pickpocket before the noted artist Thomas Gainsborough (Cecil Kellaway) stumbles across her and asks to paint her portrait. Gainsborough's noble depiction of the beautiful Kitty inspires the rakish Sir Hugh Marcy (Ray Milland) to groom the waif into a lady of regal bearing, with an eye to marrying her off to the Earl of Carstairs (Patric Knowles) for his own financial ends.
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