While selling oranges in the Theatre Royal, Covent Garden, sweet and sprightly Ellen "Nell" Gwyn impresses the theatre's proprietors with a wit and sparkle that belie her youth and poverty. She quickly earns a place in the company, narrowly avoiding the life of prostitution to which her sister has already succumbed. As her roles evolve from supporting to starring, the scope of her life broadens as well. Soon Ellen is dressed in the finest fashions, charming the theatrical, literary, and royal luminaries of Restoration England. Ellen grows up on the stage, experiencing first love and heartbreak and eventually becoming the mistress of Charles II.