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Beautiful and manipulative young widow Lady Susan Vernon (Kate Beckinsale), known as "the most accomplished flirt in all England" visits the estate of her in-laws to wait out the colorful rumours about her dalliances circulating through polite society. While there, she tries to find a husband for her eligible but reluctant daughter, Frederica.

In doing so she attracts the simultaneous attentions of the young, handsome Reginald DeCourcy (Xavier Samuel), the rich and silly Sir James Martin (Tom Bennett) and the divinely handsome, but married, Lord Manwaring (Lochlann O'Mearáin), complicating matters severely.

Based on Jane Austen's novella Lady Susan.