Raphael Locke is not only devilishly handsome but he is also wealthy beyond measure. He instantly dislikes social climber Ophelia Reid, the beautiful but scheming daughter of an earl. When a friend claims that Ophelia will never be anything other than an ill-tempered but lovely spinster, Rafe accepts the challenge of turning her into a kind lady who will one day make a good match for an eligible gentleman.
Rafe takes Ophelia and his elderly aunt who will serve as chaperone to his estate in the countryside. Ophelia is furious and suspicious of his motives, but Rafe, who patiently persists in showing her the errors of her ways, learns the surprising reasons for Ophelia's bad behavior. Once she has redeemed herself, Rafe champions her in London society, where in no time Ophelia begins receiving one marriage proposal after another. So why is Rafe suddenly filled with regret despite the overwhelming success of her transformation . . . could it be that he himself has fallen for this lovely minx?