Bodice-ripper softcore film set at the turn of the century and based on the anonymous Victorian sauce-novel. Charles, a young aristocrat encounters Frank a chipper, mannerly lad one day on the road to Portsmouth and takes him under his wing. Frank comes on by leaps in bounds under Charles' tutelage but one day falls afoul and is in for a lick or three with the cat o' nine tails. Whiping off Frank's shirt, however, it is soon apparent that Frank is actually Frances - a delectable young doxie on the run from the brothel game. Charles sets about educating his young charge in the art of delicious love, rather than the meat-and-potatoes transactions she is accustomed with. Their adventures make for quite a technicolour 'what the butler saw' with Charles 'educating' his charge in the arts: primarily the art of S & M.