Lily, the notorious dowager Duchess of Millford, is the subject of much gossip in society, and cares not a whit. She lives life on her own terms, and enjoys whatever pleasures she desires. When a handsome young man approaches her one day in her garden, she is intrigued by his beauty. Arthur Chatman has come to her with a most outrageous -- and tempting -- proposition. With little experience in love-making, Arthur asks the Duchess for the benefit of her renowned expertise. Agreeing to teach Arthur how to give pleasure to whichever young virgin will one day become his bride, Lily is only too happy to act both as his tutor and his test subject.