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Orphaned by smallpox, young Lancashire country lady Fanny Hill cheerfully accepts her friend Esther Davies's offer to join the London 'working girls' with Mrs. Brown, a madam who recruits her as charmingly fresh enough to wait, in-living, on gentlemen. The first night, her room- and bed-mate Phoebe starts her sexual 'education', next she revels in being fitted her first-ever fancy frock. Her first 'client', Mr. Crofts, is neither naive nor attractive, rather a paying old rapist who isn't satisfied. Then the party scene, where men are younger and more charming. Handsome merchant's son Charles Standing declares love at first sight and offers to take Fanny away. After a few heavenly days of young love, they intend to demands Sir's blessing for their marriage, but as the ogre actually was her unsatisfied customer, Charles is made to choose between her and his future and leaves for colonial India. Being destitute, Fanny accepts becoming the kept woman of Mr. H., an earl's wealthy brother...