Innkeeper and ex-boxer John Barty is bent on making his son Barnabas a gentleman, but has his doubts after he finds out that the younger Barty is appalled when a man is hanged for stealing a mere five shillings. Then some aristocrats arrive at the inn. Barnabas is entranced by the beautiful Lady Cleone Meredith. She is engaged to Louis Chichester, who does not conceal from her the fact that he is marrying her for her wealth. Also in the party is the equally poverty-stricken Pauline Darville, the woman Chichester had romanced before Cleone.