Although Amanda was born into the merchant class, she married into the aristocracy, a fact she would regret were it not for the son she bore to the Earl of Willowvale. Now widowed for two years, Amanda is attempting to protect her son from exposure to the vices of the nobility when her plans are overset by the unexpected appearance of a guardian for her son. She immediately realizes that the Marquess of Blackbourne is a danger to her plans, her peace of mind, and, quite possibly, to her resolution to avoid entanglement with another nobleman.

The Marquess of Blackbourne is convinced that when he finally locates the Countess of Willowvale, she will be the crass and manipulative harridan her late husband had described. Unknown to the countess, Blackbourne is guardian to her young son, and he intends to see that the boy is raised as befits his station, even if that means taking him away from his mother. But Blackbourne's plans change the second he sets eyes on the beautiful countess. He immediately realizes that he must have her, no matter what her background and her character flaws may be. The countess, however, proves elusive in more ways than one, and she leads Blackbourne on a merry chase that eventually teaches him that love is in a class of its own.